Unassociated Document


     

     

    

      


      


      


      
        
          

        



      


      FINANCIAL
        ASSET SECURITIES CORP.,

      Depositor

      


      


      WELLS
        FARGO BANK, N.A.,

      Servicer

      


      


      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      Trustee
        

      


      


      


      POOLING
        AND SERVICING AGREEMENT

      


      Dated
        as
        of December 1, 2006

      


      


      ___________________________

      Soundview
        Home Loan Trust 2006-WF2

      


      Asset-Backed
        Certificates, Series 2006-WF2

      


      


      
        
 


      


      



      
        
          
            --

            [TPW:
              NYLEGAL:594780.9] 16159-00507 01/03/2007 05:06 PM[TPW:
              NYLEGAL:340070.4] 16159-00434 06/22/2005 9:13 PM

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      


      Table
        of Contents

       

      


      
        	
                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 the 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 and REMIC 6 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;
                  Subcontractors.

              
	
                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.

              
	
                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 the Distribution
                  Account.

              
	
                SECTION
                  3.12

              	
                Investment
                  of Funds in the Collection 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;
                  Collection Account Statements.

              
	
                SECTION
                  3.20

              	
                Statement
                  as to Compliance.

              
	
                SECTION
                  3.21

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                SECTION
                  3.22

              	
                [Reserved].

              
	
                SECTION
                  3.23

              	
                Access
                  to Certain Documentation.

              
	
                SECTION
                  3.24

              	
                Title,
                  Management and Disposition of REO Property.

              
	
                SECTION
                  3.25

              	
                Obligations
                  of the Servicer in Respect of Prepayment Interest
                  Shortfalls.

              
	
                SECTION
                  3.26

              	
                Obligations
                  of the Servicer in Respect of Monthly Payments.

              
	
                SECTION
                  3.27

              	
                Net
                  WAC Rate Carryover Reserve Account.

              
	
                SECTION
                  3.28

              	
                Advance
                  Facility

              
	
                SECTION
                  3.29

              	
                [Reserved].

              
	
                SECTION
                  3.30

              	
                Solicitations.

              
	 	 
	
                ARTICLE
                  IV 

              	
                FLOW
                  OF FUNDS

              
	 	 
	
                SECTION
                  4.01

              	
                Distributions.

              
	
                SECTION
                  4.02

              	
                Net
                  WAC Rate Carryover Reserve Account.

              
	
                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.

              
	
                SECTION
                  4.12

              	
                Cap
                  Account.

              
	
                SECTION
                  4.13

              	
                Posted
                  Collateral Accounts

              
	 	 
	
                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

              	
                Limitation
                  on Resignation of the Servicer; Assignment of
                  Servicing.

              
	
                SECTION
                  6.05

              	
                Successor
                  Servicer.

              
	
                SECTION
                  6.06

              	
                Delegation
                  of Duties.

              
	
                SECTION
                  6.07

              	
                [Reserved].

              
	
                SECTION
                  6.08

              	
                Inspection.

              
	
                SECTION
                  6.09

              	
                Duties
                  of the Credit Risk Manager.

              
	
                SECTION
                  6.10

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              
	
                SECTION
                  6.11

              	
                Removal
                  of the Credit Risk Manager.

              
	 	 
	
                ARTICLE
                  VII

              	
                DEFAULT

              
	 	 
	
                SECTION
                  7.01

              	
                Servicer
                  Events of Termination.

              
	
                SECTION
                  7.02

              	
                Trustee
                  to Act; Appointment of Successor Servicer.

              
	
                SECTION
                  7.03

              	
                [Reserved].

              
	
                SECTION
                  7.04

              	
                Waiver
                  of Defaults.

              
	
                SECTION
                  7.05

              	
                Notification
                  to Certificateholders.

              
	
                SECTION
                  7.06

              	
                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-1 Certificates

              
	
                Exhibit
                  A-2

              	
                Form
                  of Class A-2A Certificates

              
	
                Exhibit
                  A-3

              	
                Form
                  of Class A-2B Certificates

              
	
                Exhibit
                  A-4

              	
                Form
                  of Class A-2C Certificates

              
	
                Exhibit
                  A-5

              	
                Form
                  of Class A-2D Certificates

              
	
                Exhibit
                  A-6

              	
                Form
                  of Class M-1 Certificates

              
	
                Exhibit
                  A-7

              	
                Form
                  of Class M-2 Certificates

              
	
                Exhibit
                  A-8

              	
                Form
                  of Class M-3 Certificates

              
	
                Exhibit
                  A-9

              	
                Form
                  of Class M-4 Certificates

              
	
                Exhibit
                  A-10

              	
                Form
                  of Class M-5 Certificates

              
	
                Exhibit
                  A-11

              	
                Form
                  of Class M-6 Certificates

              
	
                Exhibit
                  A-12

              	
                Form
                  of Class M-7 Certificates

              
	
                Exhibit
                  A-13

              	
                Form
                  of Class M-8 Certificates

              
	
                Exhibit
                  A-14

              	
                Form
                  of Class M-9 Certificates

              
	
                Exhibit
                  A-15

              	
                Form
                  of Class C Certificates

              
	
                Exhibit
                  A-16

              	
                Form
                  of Class P Certificates

              
	
                Exhibit
                  A-17

              	
                Form
                  of Class R Certificates

              
	
                Exhibit
                  A-18 

              	
                Form
                  of Class R-X Certificates

              
	
                Exhibit
                  B

              	
                [Reserved]

              
	
                Exhibit
                  C

              	
                Form
                  of Assignment Agreement

              
	
                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

              	
                Form
                  of Cap Allocation Agreement

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              
	
                Exhibit
                  I

              	
                Form
                  of Limited Power of Attorney

              
	
                Exhibit
                  J

              	
                Form
                  of Investment Letter

              
	
                Exhibit
                  K

              	
                Form
                  of Transfer Affidavit for Residual Certificates

              
	
                Exhibit
                  L

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  M

              	
                Form
                  of ERISA Representation Letter

              
	
                Exhibit
                  N-1

              	
                Form
                  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

              	
                Form
                  of Interest Rate Cap Agreement

              
	
                Exhibit
                  P

              	
                [Reserved]

              
	
                Exhibit
                  Q

              	
                Form
                  of Interest Rate Swap Agreement

              
	
                Exhibit
                  R-1

              	
                Form
                  of Watchlist Report

              
	
                Exhibit
                  R-2

              	
                Form
                  of Loss Severity Report

              
	
                Exhibit
                  R-3

              	
                [Reserved]

              
	
                Exhibit
                  R-4

              	
                Form
                  of Prepayment Premiums Report

              
	
                Exhibit
                  R-5

              	
                Form
                  of Analytics Report

              
	
                Exhibit
                  S

              	
                Servicing
                  Criteria

              
	
                Exhibit
                  T

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

              
	
                Exhibit
                  U 

              	
                [Reserved]

              
	
                Exhibit
                  V

              	
                [Reserved]

              
	
                Exhibit
                  W

              	
                [Reserved]

              
	
                Exhibit
                  X

              	
                Form
                  of Basis Risk Cap Agreement

              
	 	 
	
                Schedule
                  I

              	
                Prepayment
                  Charge Schedule

              


      

      


      



      
        
           

        

        
           

          
            

          

        

        
           

          
          

        

      



      This
        Pooling and Servicing Agreement is dated as of December 1, 2006 (the
“Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), WELLS FARGO BANK, N.A., 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 eighteen classes
        of
        certificates, designated as (i) the Class A-1 Certificates, (ii) the Class
        A-2A
        Certificates, (iii) the Class A-2B Certificates, (iv)
        the
        Class A-2C Certificates,
        (v) the
        Class A-2D Certificates, (vi) the Class M-1 Certificates, (vii) the Class
        M-2
        Certificates, (viii) the Class M-3 Certificates, (ix) the Class M-4
        Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6 Certificates,
        (xii) the Class M-7 Certificates, (xiii) the Class M-8 Certificates, (xiv)
        the
        Class M-9 Certificates, (xv) the Class C Certificates, (xvi) the Class P
        Certificates, (xvii) the Class R Certificates and (xviii) the Class R-X
        Certificates.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        1

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the Mortgage Loans and certain other related assets subject
        to
        this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account,
        the
        Basis Risk Cap Agreement, the Interest Rate Cap Agreement, the Cap Account,
        the
        Cap Allocation Agreement, 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)

              	 	
                $

              	
                313,749,135.00

              	 	
                December
                  25, 2036

              	 
	
                I-1-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                17,779,907.50

              	 	
                December
                  25, 2036

              	 
	
                I-1-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                17,779,907.50

              	 	
                December
                  25, 2036

              	 
	
                I-2-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                17,109,086.25

              	 	
                December
                  25, 2036

              	 
	
                I-2-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                17,109,086.25

              	 	
                December
                  25, 2036

              	 
	
                I-3-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                16,572,627.50

              	 	
                December
                  25, 2036

              	 
	
                I-3-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                16,572,627.50

              	 	
                December
                  25, 2036

              	 
	
                I-4-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                15,864,558.75

              	 	
                December
                  25, 2036

              	 
	
                I-4-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                15,864,558.75

              	 	
                December
                  25, 2036

              	 
	
                I-5-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                15,543,802.50

              	 	
                December
                  25, 2036

              	 
	
                I-5-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                15,543,802.50

              	 	
                December
                  25, 2036

              	 
	
                I-6-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                14,829,097.50

              	 	
                December
                  25, 2036

              	 
	
                I-6-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                14,829,097.50

              	 	
                December
                  25, 2036

              	 
	
                I-7-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                15,328,787.50

              	 	
                December
                  25, 2036

              	 
	
                I-7-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                15,328,787.50

              	 	
                December
                  25, 2036

              	 
	
                I-8-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                16,774,265.00

              	 	
                December
                  25, 2036

              	 
	
                I-8-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                16,774,265.00

              	 	
                December
                  25, 2036

              	 
	
                I-9-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                29,127,583.75

              	 	
                December
                  25, 2036

              	 
	
                I-9-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                29,127,583.75

              	 	
                December
                  25, 2036

              	 
	
                I-10-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                69,869,972.50

              	 	
                December
                  25, 2036

              	 
	
                I-10-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                69,869,972.50

              	 	
                December
                  25, 2036

              	 
	
                I-11-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                164,731,128.75

              	 	
                December
                  25, 2036

              	 
	
                I-11-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                164,731,128.75

              	 	
                December
                  25, 2036

              	 
	
                I-12-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                4,353,765.00

              	 	
                December
                  25, 2036

              	 
	
                I-12-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                4,353,765.00

              	 	
                December
                  25, 2036

              	 
	
                I-13-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,794,222.50

              	 	
                December
                  25, 2036

              	 
	
                I-13-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,794,222.50

              	 	
                December
                  25, 2036

              	 
	
                I-14-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,535,233.75

              	 	
                December
                  25, 2036

              	 
	
                I-14-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,535,233.75

              	 	
                December
                  25, 2036

              	 
	
                I-15-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,304,166.25

              	 	
                December
                  25, 2036

              	 
	
                I-15-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,304,166.25

              	 	
                December
                  25, 2036

              	 
	
                I-16-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,225,333.75

              	 	
                December
                  25, 2036

              	 
	
                I-16-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,225,333.75

              	 	
                December
                  25, 2036

              	 
	
                I-17-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,149,452.50

              	 	
                December
                  25, 2036

              	 
	
                I-17-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,149,452.50

              	 	
                December
                  25, 2036

              	 
	
                I-18-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,076,397.50

              	 	
                December
                  25, 2036

              	 
	
                I-18-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,076,397.50

              	 	
                December
                  25, 2036

              	 
	
                I-19-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,110,378.75

              	 	
                December
                  25, 2036

              	 
	
                I-19-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,110,378.75

              	 	
                December
                  25, 2036

              	 
	
                I-20-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,005,613.75

              	 	
                December
                  25, 2036

              	 
	
                I-20-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,005,613.75

              	 	
                December
                  25, 2036

              	 
	
                I-21-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,378,792.50

              	 	
                December
                  25, 2036

              	 
	
                I-21-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,378,792.50

              	 	
                December
                  25, 2036

              	 
	
                I-22-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                3,080,695.00

              	 	
                December
                  25, 2036

              	 
	
                I-22-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                3,080,695.00

              	 	
                December
                  25, 2036

              	 
	
                I-23-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,969,495.00

              	 	
                December
                  25, 2036

              	 
	
                I-23-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                2,969,495.00

              	 	
                December
                  25, 2036

              	 
	
                I-24-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,540,912.50

              	 	
                December
                  25, 2036

              	 
	
                I-24-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,540,912.50

              	 	
                December
                  25, 2036

              	 
	
                I-25-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,491,792.50

              	 	
                December
                  25, 2036

              	 
	
                I-25-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,491,792.50

              	 	
                December
                  25, 2036

              	 
	
                I-26-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,444,363.75

              	 	
                December
                  25, 2036

              	 
	
                I-26-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,444,363.75

              	 	
                December
                  25, 2036

              	 
	
                I-27-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,398,565.00

              	 	
                December
                  25, 2036

              	 
	
                I-27-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,398,565.00

              	 	
                December
                  25, 2036

              	 
	
                I-28-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,354,331.25

              	 	
                December
                  25, 2036

              	 
	
                I-28-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,354,331.25

              	 	
                December
                  25, 2036

              	 
	
                I-29-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,311,603.75

              	 	
                December
                  25, 2036

              	 
	
                I-29-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,311,603.75

              	 	
                December
                  25, 2036

              	 
	
                I-30-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,270,326.25

              	 	
                December
                  25, 2036

              	 
	
                I-30-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,270,326.25

              	 	
                December
                  25, 2036

              	 
	
                I-31-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,230,443.75

              	 	
                December
                  25, 2036

              	 
	
                I-31-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,230,443.75

              	 	
                December
                  25, 2036

              	 
	
                I-32-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,191,903.75

              	 	
                December
                  25, 2036

              	 
	
                I-32-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,191,903.75

              	 	
                December
                  25, 2036

              	 
	
                I-33-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,154,657.50

              	 	
                December
                  25, 2036

              	 
	
                I-33-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,154,657.50

              	 	
                December
                  25, 2036

              	 
	
                I-34-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,118,656.25

              	 	
                December
                  25, 2036

              	 
	
                I-34-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,118,656.25

              	 	
                December
                  25, 2036

              	 
	
                I-35-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,083,853.75

              	 	
                December
                  25, 2036

              	 
	
                I-35-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,083,853.75

              	 	
                December
                  25, 2036

              	 
	
                I-36-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,050,205.00

              	 	
                December
                  25, 2036

              	 
	
                I-36-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,050,205.00

              	 	
                December
                  25, 2036

              	 
	
                I-37-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,017,670.00

              	 	
                December
                  25, 2036

              	 
	
                I-37-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                1,017,670.00

              	 	
                December
                  25, 2036

              	 
	
                I-38-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                986,207.50

              	 	
                December
                  25, 2036

              	 
	
                I-38-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                986,207.50

              	 	
                December
                  25, 2036

              	 
	
                I-39-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                955,778.75

              	 	
                December
                  25, 2036

              	 
	
                I-39-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                955,778.75

              	 	
                December
                  25, 2036

              	 
	
                I-40-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                926,345.00

              	 	
                December
                  25, 2036

              	 
	
                I-40-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                926,345.00

              	 	
                December
                  25, 2036

              	 
	
                I-41-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                897,872.50

              	 	
                December
                  25, 2036

              	 
	
                I-41-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                897,872.50

              	 	
                December
                  25, 2036

              	 
	
                I-42-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                870,326.25

              	 	
                December
                  25, 2036

              	 
	
                I-42-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                870,326.25

              	 	
                December
                  25, 2036

              	 
	
                I-43-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                843,672.50

              	 	
                December
                  25, 2036

              	 
	
                I-43-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                843,672.50

              	 	
                December
                  25, 2036

              	 
	
                I-44-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                817,881.25

              	 	
                December
                  25, 2036

              	 
	
                I-44-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                817,881.25

              	 	
                December
                  25, 2036

              	 
	
                I-45-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                792,920.00

              	 	
                December
                  25, 2036

              	 
	
                I-45-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                792,920.00

              	 	
                December
                  25, 2036

              	 
	
                I-46-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                768,762.50

              	 	
                December
                  25, 2036

              	 
	
                I-46-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                768,762.50

              	 	
                December
                  25, 2036

              	 
	
                I-47-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                745,587.50

              	 	
                December
                  25, 2036

              	 
	
                I-47-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                745,587.50

              	 	
                December
                  25, 2036

              	 
	
                I-48-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                722,978.75

              	 	
                December
                  25, 2036

              	 
	
                I-48-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                722,978.75

              	 	
                December
                  25, 2036

              	 
	
                I-49-A

              	 	
                Variable
                  (2)

              	 	
                $

              	
                23,637,813.75

              	 	
                December
                  25, 2036

              	 
	
                I-49-B

              	 	
                Variable
                  (2)

              	 	
                $

              	
                23,637,813.75

              	 	
                December
                  25, 2036

              	 
	
                P

              	 	
                Variable
                  (2)

              	 	
                $

              	
                100.00

              	 	
                December
                  25, 2036

              	 


      

      ________________

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

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


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        2

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the REMIC 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)

              	
                $

              	
                1,238,748,150.50

              	
                December
                  25, 2036

              
	
                LTA1

              	
                Variable(2)

              	
                $

              	
                1,000,000.00

              	
                December
                  25, 2036

              
	
                LTA2A

              	
                Variable(2)

              	
                $

              	
                4,566,250.00

              	
                December
                  25, 2036

              
	
                LTA2B

              	
                Variable(2)

              	
                $

              	
                1,789,920.00

              	
                December
                  25, 2036

              
	
                LTA2C

              	
                Variable(2)

              	
                $

              	
                1,466,570.00

              	
                December
                  25, 2036

              
	
                LTA2D

              	
                Variable(2)

              	
                $

              	
                556,370.00

              	
                December
                  25, 2036

              
	
                LTM1

              	
                Variable(2)

              	
                $

              	
                600,410.00

              	
                December
                  25, 2036

              
	
                LTM2

              	
                Variable(2)

              	
                $

              	
                524,570.00

              	
                December
                  25, 2036

              
	
                LTM3

              	
                Variable(2)

              	
                $

              	
                511,930.00

              	
                December
                  25, 2036

              
	
                LTM4

              	
                Variable(2)

              	
                $

              	
                442,410.00

              	
                December
                  25, 2036

              
	
                LTM5

              	
                Variable(2)

              	
                $

              	
                221,210.00

              	
                December
                  25, 2036

              
	
                LTM6

              	
                Variable(2)

              	
                $

              	
                208,560.00

              	
                December
                  25, 2036

              
	
                LTM7

              	
                Variable(2)

              	
                $

              	
                189,600.00

              	
                December
                  25, 2036

              
	
                LTM8

              	
                Variable(2)

              	
                $

              	
                120,080.00

              	
                December
                  25, 2036

              
	
                LTM9

              	
                Variable(2)

              	
                $

              	
                126,400.00

              	
                December
                  25, 2036

              
	
                LTZZ

              	
                Variable(2)

              	
                $

              	
                12,956,294.50

              	
                December
                  25, 2036

              
	
                LTP

              	
                Variable(2)

              	
                $

              	
                100.00

              	
                December
                  25, 2036

              
	
                LTIO

              	
                Variable(2)

              	 	
                (3)

              	
                December
                  25, 2036

              


      

      ________________

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

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

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


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        3

       

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

       

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

       

      
        	
                Designation

              	
                Original
                  Class Certificate Principal Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible Maturity Date(1)

              
	
                Class
                  A-1

              	
                $

              	
                100,000,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  A-2A

              	
                $

              	
                456,625,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  A-2B

              	
                $

              	
                178,992,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  A-2C

              	
                $

              	
                146,657,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  A-2D

              	
                $

              	
                55,637,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-1

              	
                $

              	
                60,041,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-2

              	
                $

              	
                52,457,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-3

              	
                $

              	
                51,193,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-4

              	
                $

              	
                44,241,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-5

              	
                $

              	
                22,121,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-6

              	
                $

              	
                20,856,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-7

              	
                $

              	
                18,960,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-8

              	
                $

              	
                12,008,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  M-9

              	
                $

              	
                12,640,000.00

              	
                Variable(2) 

              	
                December
                  25, 2036

              
	
                Class
                  C Interest

              	
                $

              	
                31,600,725.00

              	
                Variable(3)

              	
                December
                  25, 2036

              
	
                Class
                  P Interest

              	
                $

              	
                100.00

              	
                N/A(4)

              	
                December
                  25, 2036

              
	
                Class
                  IO Interest

              	 	
                (5)

              	
                (6)

              	
                December
                  25, 2036

              


      

      ________________

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

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

      (3) 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 segregated
        pool
        of assets consisting of the Class C Interest as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets will be designated as “REMIC 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
        REMIC 4 for purposes of the REMIC Provisions.

       

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

       

      
        	
                Designation

              	
                Original
                  Class Certificate Principal Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible Maturity Date(1)

              
	
                Class
                  C Certificates

              	
                $31,600,725.00

              	
                Variable(2)

              	
                December
                  25, 2036

              


      

      _______________

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

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


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        5

       

      As
        provided herein, the Trustee shall make an election to treat the segregated
        pool
        of assets consisting of the Class P Interest as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets will be designated as “REMIC 5.”
The Class R-5 Interest represents the sole class of “residual interests” in
        REMIC 5 for purposes of the REMIC Provisions.

       

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

       

      
        	
                Designation

              	
                Original
                  Class Certificate Principal Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible Maturity Date(1)

              
	
                Class
                  P

              	
                $100.00

              	
                Variable(2)

              	
                December
                  25, 2036

              


      

      _______________

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

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


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        6

       

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

       

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

       

      
        	
                Designation

              	
                Original
                  Class Certificate

                Principal
                  Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible Maturity Date(1)

              
	
                SWAP
                  IO

              	
                N/A

              	
                Variable(2)

              	
                December
                  25, 2036

              


      

      ________________

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

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

       

       

      ARTICLE
        I

       

      DEFINITIONS

       

      	SECTION
              1.01  	
              Defined
                Terms.

            


       

      Whenever
        used in this Agreement or in the Preliminary Statement, the following words
        and
        phrases, unless the context otherwise requires, shall have the meanings
        specified in this Article. Unless otherwise specified, all calculations in
        respect of interest on the Offered 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.

       

      “Account”:
        Any of the Collection Account, Distribution Account, Cap Account or Swap
        Account.

       

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

       

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

       

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

       

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

       

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

       

      “Advance
        Facility”: As defined in Section 3.28 hereof.

       

      “Advancing
        Person”: As defined in Section 3.28 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.

       

      “Assessment
        of Compliance”: As defined in Section 3.21.

       

      “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
        Agreement”: The Assignment and Recognition Agreement, dated the Closing Date,
        among the Seller, the Originator and the Depositor, pursuant to which certain
        of
        the Seller’s rights under the Master Agreement were assigned to the Depositor,
        substantially in the form 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.

       

      “Attestation
        Report”: As defined in Section 3.21.

       

      “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, (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 and (h) all income and gain realized from the investment
        of funds deposited in the Distribution Account during the Float Period, over
        (ii) the sum of (a) amounts reimbursable or payable to the Servicer pursuant
        to
        Section 3.11(a) or the Trustee pursuant to Section 3.11(b) or the Swap Provider
        (including any Net Swap Payment 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
        (h) 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.

       

      “Basis
        Risk Cap Agreement”: The basis risk cap agreement, dated the Closing Date,
        between the Basis Risk Cap Provider and Trustee, including any schedule,
        confirmations, credit support annex or other credit support document relating
        thereto, and attached hereto as Exhibit X.

       

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

       

      “Basis
        Risk Cap Credit Support Annex”: The credit support annex, dated the Closing
        Date, between the Trustee and the Basis Risk Cap Provider, which is annexed
        to
        and forms part of the Basis Risk Cap Agreement.

       

      “Basis
        Risk Cap Provider”: The cap provider under the Basis Risk Cap Agreement.
        Initially, the Basis Risk Cap Provider shall be The Royal Bank of Scotland
        plc.

       

      “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 Offered Certificates
        shall be Book-Entry Certificates.

       

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

       

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

       

      “Cap
        Allocation Agreement”: The Cap Allocation Agreement, dated as of the Closing
        Date between the Trustee and the Cap Trustee, a form of which is attached
        hereto
        as Exhibit G.

       

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

       

      “Certificate”:
        Any Regular Certificate or Residual Certificate.

       

      “Certificateholder”
        or “Holder”: The Person in whose name a Certificate is registered in the
        Certificate Register, except that a Disqualified Organization or non-U.S.
        Person
        shall not be a Holder of a Residual Certificate for any purpose hereof and,
        solely for the purposes of giving any consent pursuant to this Agreement,
        any
        Certificate registered in the name of the Depositor or the Servicer or any
        Affiliate thereof shall be deemed not to be outstanding and the Voting Rights
        to
        which it is entitled shall not be taken into account in determining whether
        the
        requisite percentage of Voting Rights necessary to effect any such consent
        has
        been obtained, except as otherwise provided in Section 11.01. The Trustee
        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 each Class of Offered 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-1

              	
                LTA1

              	
                0.1300%

              	
                0.2600%

              
	
                A-2A

              	
                LTA2A

              	
                0.0600%

              	
                0.1200%

              
	
                A-2B

              	
                LTA2B

              	
                0.1000%

              	
                0.2000%

              
	
                A-2C

              	
                LTA2C

              	
                0.1400%

              	
                0.2800%

              
	
                A-2D

              	
                LTA2D

              	
                0.2100%

              	
                0.4200%

              
	
                M-1

              	
                LTM1

              	
                0.2200%

              	
                0.3300%

              
	
                M-2

              	
                LTM2

              	
                0.2700%

              	
                0.4050%

              
	
                M-3

              	
                LTM3

              	
                0.4500%

              	
                0.6750%

              
	
                M-4

              	
                LTM4

              	
                0.5000%

              	
                0.7500%

              
	
                M-5

              	
                LTM5

              	
                0.7500%

              	
                1.1250%

              
	
                M-6

              	
                LTM6

              	
                0.9500%

              	
                1.4250%

              
	
                M-7

              	
                LTM7

              	
                1.7500%

              	
                2.6250%

              
	
                M-8

              	
                LTM8

              	
                2.3500%

              	
                3.5250%

              
	
                M-9

              	
                LTM9

              	
                2.3500%

              	
                3.5250%

              


      

      __________

      (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 Offered 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 4.05(b)(iii).

       

      “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-1 Certificates, the Class A-2A
        Certificates, the Class A-2B Certificates, the Class A-2C Certificates or
        the
        Class A-2D Certificates.

       

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

       

      “Class
        A-2A Certificate”: Any one of the Class A-2A 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
        A-2B Certificate”: Any one of the Class A-2B 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
        A-2C Certificate”: Any one of the Class A-2C 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
        A-2D Certificate”: Any one of the Class A-2D 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
        C
        Certificates”: Any one of the Class C Certificates executed, authenticated and
        delivered by the Trustee, substantially in the form annexed hereto as Exhibit
        A-15, representing (i) a Regular Interest in REMIC 4, (ii) the obligation
        to pay
        Net WAC Rate Carryover Amounts and Swap Termination Payments and (iii) the
        right
        to receive the Class IO Distribution Amount.

       

      “Class
        C
        Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
        behalf of the Holders of the Class C Certificates, evidencing a 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 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-6, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-1/M-2/M-3 Principal Distribution Amount: The excess of (x) the sum of (i)
        the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date) and (ii) the aggregate Certificate Principal Balance
        of the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 74.30% 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-7, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

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

       

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

       

      “Class
        M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the
        aggregate Certificate Principal Balance of the Class M-1 Certificates, the
        Class
        M-2 Certificates and the Class M-3 Certificates (after taking into account
        the
        distribution of the Class M-1/M-2/M-3 Principal Distribution Amount on such
        Distribution Date)
        and
        (iii) 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) 81.30% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus the
        Overcollateralization Floor.

       

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

       

      “Class
        M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the aggregate Certificate Principal Balance
        of
        the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii)
        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 (iv) 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) 84.80% 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-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Class A Principal Distribution
        Amount on such Distribution Date), (ii) the aggregate Certificate Principal
        Balance of the Class M-1 Certificates, the Class M-2 Certificates and the
        Class
        M-3 Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii)
        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), (iv) 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 (v) 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) 88.10% 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-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the aggregate Certificate Principal Balance
        of
        the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii)
        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), (iv) 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), (v) 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 (vi) 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) 91.10% 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-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the aggregate Certificate Principal Balance
        of
        the Class M-1 Certificates, the Class M-2 Certificates and the Class M-3
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii)
        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), (iv) 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), (v) 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), (vi) 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 (vii) 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) 93.00% and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus the Overcollateralization Floor.

       

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

       

      “Class
        M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        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 aggregate Certificate Principal Balance of the
        Class M-1 Certificates, the Class M-2 Certificates and the Class M-3
        Certificates (after taking into account the distribution of the Class
        M-1/M-2/M-3 Principal Distribution Amount on such Distribution Date), (iii)
        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), (iv) 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), (v) 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), (vi) 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), (vii) 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 (viii) 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) 95.00% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus the
        Overcollateralization Floor.

       

      “Class
        P
        Certificate”: Any one of the Class P Certificates executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-16, representing a Regular Interest in REMIC
        5.

       

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

       

      “Class
        R
        Certificate”: The Class R Certificate executed by the Trustee, and authenticated
        and delivered by the Certificate Registrar, substantially in the form annexed
        hereto as Exhibit A-17 and evidencing the ownership of the Class R-1 Interest,
        the Class R-2 Interest 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-18 and evidencing the ownership of the Class
        R-4 Interest, the Class R-5 Interest and the Class R-6 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.

       

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

       

      “Closing
        Date”: December 21, 2006.

       

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

       

      “Collection
        Account”: The segregated account or accounts created and maintained by the
        Servicer pursuant to Section 3.10(a), which shall be titled “Wells Fargo Bank,
        N.A., as Servicer for Deutsche Bank National Trust Company as Trustee, in
        trust
        for the registered Holders of Soundview Home Loan Trust 2006-WF2, Asset-Backed
        Certificates, Series 2006-WF2,” which must be an Eligible Account.

       

      “Commission”:
        The U.S. Securities and Exchange Commission.

       

      “Compensating
        Interest”: With respect to the Servicer and any Principal Prepayment, the amount
        in respect of Prepayment Interest Shortfalls required to be paid by the Servicer
        pursuant to Section 3.25 from its own funds without right of reimbursement.
        

       

      “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, the Servicer and
        the
        Originator.

       

      “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

              
	
                LTA1

              	
                Class
                  A-1

              
	
                LTA2A

              	
                Class
                  A-2A

              
	
                LTA2B

              	
                Class
                  A-2B

              
	
                LTA2C

              	
                Class
                  A-2C

              
	
                LTA2D

              	
                Class
                  A-2D

              
	
                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

              
	
                LTP

              	
                Class
                  P

              


      

      


      “Credit
        Enhancement Percentage”: For any Distribution Date, the percentage equivalent of
        a fraction, the numerator of which is 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.

       

      “Credit
        Risk Management Agreement”: The agreement between the Credit Risk Manager and
        the Servicer regarding the loss mitigation and advisory services to be provided
        by the Credit Risk Manager.

       

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

       

      “Credit
        Risk Manager Fee”: The amount payable to the Credit Risk Manager on each
        Distribution Date as compensation for all services rendered by it in the
        exercise and performance of any of the powers and duties of the Credit Risk
        Manager under the Credit Risk Management Agreement and any other agreement
        pursuant to which the Credit Risk Manager is to perform any duties with respect
        to the Mortgage Loans, which amount shall equal one twelfth of the product
        of
        (i) the Credit Risk Manager Fee Rate (without regard to the words “per annum”)
        and (ii) the aggregate Stated Principal Balance of the Mortgage Loans and
        any
        related REO Properties as of the first day of the related Due
        Period.

       

      “Credit
        Risk Manager Fee Rate”: 0.0120% per annum.

       

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

       

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

       

      “Cut-off
        Date”: December 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 Delinquent 60 days
        or
        more (including Mortgage Loans that are REO Properties, in foreclosure or
        in
        bankruptcy and that are also 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, except in the case of liquidated Mortgage
        Loans,
        which shall be as of the last day of the related Prepayment Period.

       

      “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 titled “Distribution Account,
        Deutsche Bank National Trust Company as Trustee, in trust for the registered
        Certificateholders of Soundview Home Loan Trust 2006-WF2, Asset-Backed
        Certificates, Series 2006-WF2” 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 January 2007.

       

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

       

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

       

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

       

      “Estimated
        Swap Termination Payment”: As defined in the Interest Rate Swap
        Agreement.

       

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

       

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

       

      “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
        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.

       

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

       

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

       

      “Float
        Period”: With
        respect to any Distribution Date and amounts in the Distribution
        Account, the period commencing on the Servicer Remittance Date and ending
        on the Business Day immediately preceding such Distribution Date.

       

      “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.

       

      “Form
        8-K
        Disclosure Information”: The meaning set forth in Section
        4.05(b)(ii).

       

      “Formula
        Rate”: For any Distribution Date and any Class of Offered 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 and Class M-9 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 or 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 Offered Certificates and each Accrual
        Period, the second LIBOR Business Day preceding the commencement of such
        Accrual
        Period.

       

      “Interest
        Rate Cap Agreement”: The interest rate cap agreement, dated the Closing Date
        between the Cap Trustee and the Interest Rate Cap Provider, including any
        schedule, confirmations, credit support annex or other credit support document
        relating thereto, and attached hereto as Exhibit O.

       

      “Interest
        Rate Cap Credit Support Annex”: The credit support annex, dated the Closing
        Date, between the Cap Trustee and the Interest Rate Cap Provider, which is
        annexed to and forms part of the Interest Rate Cap Agreement.

       

      “Interest
        Rate Cap Provider”: The cap provider under the Interest Rate Cap Agreement.
        Initially, the Interest Rate Cap Provider shall be The Roayl Bank of Scotland
        plc.

       

      “Interest
        Rate Swap Agreement”: The interest rate swap agreement, dated the Closing Date,
        between the Supplemental Interest Trust Trustee and the Swap Provider, including
        any schedule, confirmations, credit support annex or other credit support
        document relating thereto, and attached hereto as Exhibit Q.

       

      “Interest
        Remittance Amount”: With respect to any Distribution Date, that portion of
        Available Funds for such Distribution Date attributable to interest received
        or
        advanced with respect to the Mortgage Loans and all income and gain realized
        from the investment of funds deposited in the Distribution Account during
        the
        Float Period.

       

      “Late
        Collections”: With respect to any Mortgage Loan, all amounts received by the
        Servicer 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 3.24 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 3.24 or Section 10.01. 

       

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

       

      “Losses”:
        As defined in Section 9.03.

       

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

       

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

       

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

       

      “Master
        Agreement”: The Seller's Warranties and Servicing Agreement, dated September 1,
        2006, among Wells Fargo Bank, N.A. and the Seller.

       

      “Master
        Consulting Agreement”: The master consulting agreement dated as of April 18,
        2005, by and between Greenwich Capital Markets, Inc. and the Credit Risk
        Manager.

       

      “Maximum
        Cap Rate”: For
        any
        Distribution Date with respect to the Floating Rate Certificates, a per annum
        rate equal to the product of (i) (x) the weighted average of the Adjusted
        Net
        Maximum Mortgage Rates of the Mortgage Loans, weighted on the basis of the
        outstanding Stated Principal Balance of the Mortgage Loans as of the last
        day of
        the related Due Period (after taking into account any Principal Payments
        received during the related Prepayment Period) minus the Swap Expense Fee
        Rate,
        plus (y) an amount, expressed as a percentage equal to a fraction, the numerator
        of which is equal to any Net Swap Payment and any Swap Termination Payment
        made
        by the Swap Provider and the denominator of which is equal to the aggregate
        Stated Principal Balance of the Mortgage Loans as of the last day of the
        related
        Due Period (after taking into account any Principal Prepayments received
        during
        the related Prepayment Period), multiplied by 12 and (ii) 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 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 LTA1, REMIC 2 Regular Interest
        LTA2A, REMIC 2 Regular Interest LTA2B, REMIC 2 Regular Interest LTA2C, REMIC
        2
        Regular Interest LTA2D, 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 and REMIC 2 Regular Interest LTM9 with
        the
        rate on each such REMIC 2 Regular Interest subject to a cap equal to the
        Pass-Through Rate for the related Corresponding Certificate for the purpose
        of
        this calculation; provided, however, that for this purpose, calculations
        of the
        Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect
        to
        each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interest LTZZ)
        shall be multiplied by a fraction, the numerator of which is the actual number
        of days elapsed in the related Accrual Period and the denominator of which
        is
        30.

       

      “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 or Class M-9
        Certificate.

       

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

       

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

       

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

       

      “Monthly
        Interest Distributable Amount”: With respect to any Class of Offered
        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 first or second
        lien
        on, or first 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;

            


       

      	(27)  	
              the
                lien priority; and

            


       

      	(28)  	
              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
        Offered Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class
        A
        Certificates and (C) the Principal Remittance Amount.

       

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

       

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

       

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

       

      “Net
        WAC
        Rate”: With respect to the Offered Certificates and any Distribution Date, a per
        annum rate equal to the product of (x) the weighted average of the Adjusted
        Net
        Mortgage Rates of the Mortgage Loans as of the last day of the related Due
        Period (after taking into account any Principal Prepayments received during
        the
        related Prepayment Period) minus the Swap Expense Fee Rate and (y) 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 equivalent of the foregoing shall be expressed as a per annum rate equal
        to
        the weighted average of the Uncertificated REMIC 2 Pass-Through Rates on
        each
        REMIC 2 Regular Interest (other than REMIC 2 Regular Interests LTIO), weighted
        on the basis of the Uncertificated Principal Balance of each such REMIC 2
        Regular Interest.

       

      “Net
        WAC
        Rate Carryover Amount”: With respect to any Class of Offered 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 4.02.

       

      “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.

       

      “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 and the Mezzanine Certificates offered
        to the public pursuant to the Prospectus Supplement.

       

      “Officers’
        Certificate”: A certificate signed by the Chairman of the Board, the Vice
        Chairman of the Board, the President or a vice president (however denominated),
        or by the Treasurer, the Secretary, or one of the assistant treasurers or
        assistant secretaries of the Servicer, the Originator, 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, the Seller 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 Offered Certificates, the Class C Certificates, the Class
        C
        Interest, the Class IO Interest, REMIC 6 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”:
        Wells Fargo Bank, N.A., a national banking association, or its successor
        in
        interest.

       

      “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”: $ 6,320,144.13.

       

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

       

      “Overcollateralization
        Target Amount”: With
        respect to any Distribution Date, (i) prior to the Stepdown Date, an amount
        equal to 2.50% of the aggregate Cut-off Date Principal Balance of the Mortgage
        Loans, (ii) on or after the Stepdown Date provided a Trigger Event is not
        in
        effect, the greater of (A) 5.00% 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 Offered
        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 Offered 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 Offered
        Certificates and any Distribution Date, the lesser of (a) the related Formula
        Rate and (b) the Net WAC Rate for such Distribution Date. 

       

      With
        respect to the Class C Interest and any Distribution Date, a per annum rate
        equal to the percentage equivalent of a fraction, the numerator of which
        is (x)
        the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
        interest on the Uncertificated Balance of each REMIC 2 Regular Interest listed
        in clause (y) at a rate equal to the related Uncertificated REMIC 2 Pass-Through
        Rate minus the Marker Rate and the denominator of which is (y) the aggregate
        Uncertificated Principal Balance of REMIC 2 Regular Interests LTAA, LTA1,
        LTA2A,
        LTA2B, LTA2C, LTA2D, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8,
        LTM9
        and
        LTMZZ.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Pool
        Balance”: As of any date of determination, the aggregate Stated Principal
        Balance of the Mortgage Loans 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 Shortfall”: With respect to any Distribution Date, for each Mortgage
        Loan that was the subject of a Principal Prepayment during the related
        Prepayment Period, 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 calendar month immediately
        preceding the month in which such 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 December 12, 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 3.24 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 the
        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 Originator to the Trustee, an amount equal to
        the amount set forth pursuant to the terms of the 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 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 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 the Originator,
        a
        mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
        of
        the Master Agreement which must, on the date of such substitution conform
        to the
        terms set forth in the Master Agreement.

       

      “Rating
        Agency or Rating Agencies”: Moody’s, S&P 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.

       

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

       

      “Record
        Date”: With respect to (i) the Offered 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
        Offered 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.

       

      “Reference
        Banks”: Those banks (i) with an established place of business in London,
        England, (ii) not controlling, under the control of or under common control
        with
        the Originator, the 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 Offered Certificates, Class C Certificates or Class P
        Certificates.

       

      “Regulation
        AB”: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100 - 229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may be provided by the Commission or its staff from time
        to
        time. 

       

      “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 Assignment Agreement
        (including any security interest created thereby) and (v) the Collection
        Account, the Distribution Account (subject to the last sentence of this
        definition) and any REO Account and such assets that are deposited therein
        from
        time to time and any investments thereof, together with any and all income,
        proceeds and payments with respect thereto. Notwithstanding the foregoing,
        however, a REMIC election will not be made with respect to the Net WAC Rate
        Carryover Reserve Account, the Basis Risk Cap Agreement, the Interest Rate
        Cap
        Agreement, the Cap Account, the Cap Allocation Agreement, any Servicer
        Prepayment Charge Payment Amounts, the Swap Account, the Supplemental Interest
        Trust or the Interest Rate Swap Agreement.

       

      “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 Interest LTP) minus (ii) the aggregate
        Uncertificated Principal Balance of REMIC 2 Regular Interest LTA1, REMIC
        2
        Regular Interest LTA2A, REMIC 2 Regular Interest LTA2B, REMIC 2 Regular Interest
        LTA2C, REMIC 2 Regular Interest LTA2D, 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 and REMIC 2 Regular
        Interest LTM9, 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 LTA1, REMIC 2 Regular Interest
        LTA2A, REMIC 2 Regular Interest LTA2B, REMIC 2 Regular Interest LTA2C, REMIC
        2
        Regular Interest LTA2D, 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 and REMIC 2 Regular Interest LTM9 and
        the
        denominator of which is the aggregate Uncertificated Principal Balance of
        REMIC
        2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2A, REMIC 2 Regular
        Interest LTA2B, REMIC 2 Regular Interest LTA2C, REMIC 2 Regular Interest
        LTA2D,
        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 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 LTA1, REMIC 2 Regular Interest LTA2A, REMIC 2 Regular
        Interest LTA2B, REMIC 2 Regular Interest LTA2C, REMIC 2 Regular Interest
        LTA2D,
        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 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 C Certificates or the Class
        P
        Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
        and the Class R Certificates (in respect of the Class R-3 Interest), pursuant
        to
        Article II hereunder, and all amounts deposited therein, with respect to
        which a
        separate REMIC election is to be made.

       

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

       

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

       

      “REMIC
        6”: 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 6 Regular
        Interest SWAP IO and the Class R-X Certificates (in respect of the Class
        R-6
        Interest), pursuant to Article II hereunder, and all amounts deposited therein,
        with respect to which a separate REMIC election is to be made.

       

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

       

      “REMIC
        Regular Interests”: The REMIC 1 Regular Interests, the REMIC 2 Regular
        Interests, 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 3.24.

       

      “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 3.24 in respect of the proper operation, management and maintenance
        of such REO Property or (ii) payable or reimbursable to the Servicer pursuant
        to
        Section 3.24 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
        3.24.

       

      “Reportable
        Event”: The meaning set forth in Section 4.05(b)(ii).

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Securities
        Act”: The Securities Act of 1933, as amended, and the rules and regulations
        thereunder.

       

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

       

      “Senior
        Principal Distribution Amount”: The excess of (x) the aggregate Certificate
        Principal Balance of the Class A Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) 48.40% and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus the related Overcollateralization
        Floor.

       

      “Servicer”:
        Wells Fargo Bank, N.A. or any successor servicer appointed as herein provided,
        in its capacity as a servicer hereunder. 

       

      “Servicer
        Certification”: As defined in Section 4.05(b)(iii).

       

      “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 second Business Day
        prior to such Distribution Date or, if such second Business Day is not a
        Business Day, the Business Day immediately preceding such day. 

       

      “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, (iii) the management and liquidation
        of the
        REO Property, (iv) obtaining broker price opinions, (v) locating missing
        Mortgage Loan documents and (vi) compliance with the obligations under Sections
        3.01, 3.09, 3.14, 3.16, and 3.24. Servicing Advances also include any reasonable
        “out-of-pocket” costs and expenses (including legal fees) incurred by the
        Servicer in connection with executing and recording instruments of satisfaction,
        deeds of reconveyance or Assignments of Mortgage in connection with any
        foreclosure in respect of any Mortgage Loan to the extent not recovered from
        the
        related Mortgagor or otherwise payable under this Agreement. The Servicer
        shall
        not be required to make any Servicing Advance that would be a Nonrecoverable
        Advance.

       

      “Servicing
        Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation
        AB, as such may be amended from time to time.

       

      “Servicing
        Fee”: With respect to each Mortgage Loan, the amount of the annual fee paid to
        the Servicer, which shall, for a period of one full month, be equal to
        one-twelfth of the product of (a) the Servicing Fee Rate (without regard
        to the
        words “per annum”) and (b) the outstanding 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 received. The obligation for payment of the Servicing Fee
        is
        limited to, and the Servicing Fee is payable solely from, the interest portion
        (including recoveries with respect to interest from Liquidation Proceeds)
        of
        such Monthly Payment collected by the Servicer, or as otherwise provided
        under
        Section 3.11.

       

      “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
        Standard”: As defined in Section 3.01.

       

      “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. 

       

      “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 following the
        Distribtuion 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 January 2010 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 51.60%.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Swap
        Credit Support Annex”: The credit support annex, dated the Closing Date, between
        the Supplemental Interest Trust Trustee and the Interest Rate Swap Provider,
        which is annexed to and forms part of the Interest Rate Swap
        Agreement.

       

      “Swap
        Expense Fee Rate”: With respect to any Distribution Date, an amount, expressed
        as a per annum rate, equal to the sum of (a) the product of (i) the Net Swap
        Payment made to the Swap Provider divided by the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after taking into account any Principal Prepayments received during the
        related
        Prepayment Period) and (ii) 12 and (b) the product of (i) any Swap Termination
        Payment (other than a Swap Termination Payment resulting from a Swap Provider
        Trigger Event) made to the Swap Provider divided by the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after taking into account any Principal Prepayments received during
        the
        related Prepayment Period) and (ii) 12.

       

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

       

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

       

      “Swap
        Provider”: The swap provider under the Interest Rate Swap Agreement. Initially,
        the Swap Provider shall be The Royal Bank of Scotland plc.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Transaction
        Addendum Soundview 2006-WF2”: The transaction addendum dated as of December 21,
        2006, by and between Greenwich Capital Markets, Inc. and the Credit Risk
        Manager, and acknowledged by the Trustee, relating to the transaction
        contemplated by this Agreement.

       

      “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 on which the Senior Certificates remain outstanding,
        the
        Delinquency Percentage exceeds 31.00% of the Credit Enhancement Percentage
        and
        (ii) on any Distribution Date on which the aggregate Certificate Principal
        Balance of the Senior Certificates has been reduced to zero, the Delinquency
        Percentage exceeds 38.00%; 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

              
	
                January
                  2009 through December 2009

              	
                1.50%
                  for the first month, plus an additional 1/12th
                  of 1.85%
                  for each month thereafter.

              
	
                January
                  2010 through December 2010

              	
                3.35%
                  for the first month, plus an additional 1/12th
                  of 1.90%
                  for each month thereafter.

              
	
                January
                  2011 through December 2011

              	
                5.25%
                  for the first month, plus an additional 1/12th
                  of 1.50%
                  for each month thereafter.

              
	
                January
                  2012 through December 2012

              	
                6.75%
                  for the first month, plus an additional 1/12th
                  of 0.85%
                  for each month thereafter.

              
	
                January
                  2013 through December 2013

              	
                7.60%
                  for the first month, plus an additional 1/12th
                  of 0.05%
                  for each month thereafter.

              
	
                January
                  2014 and thereafter

              	
                7.65%.

              


      

      


      “Trust”:
        Soundview Home Loan Trust 2006-WF2, 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, any Servicer
        Prepayment Charge Payment Amounts, the Net WAC Rate Carryover Reserve Account,
        the Swap Account, the Supplemental Interest Trust, the Interest Rate Swap
        Agreement, the Basis Risk Cap Agreement, the Interest Rate Cap Agreement,
        the
        Cap Allocation Agreement and the Cap Account.

       

      “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. The Trustee Compensation shall be one Business
        Day of income earned on amounts on deposit in the Distribution
        Account.

       

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

       

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

       

      
        	
                Distribution
                  Date

              	
                REMIC
                  1 Regular Interests

              
	
                1st
                  through 12th

              	
                I-1-A
                  through I-49-A

              
	
                13

              	
                I-2-A
                  through I-49-A

              
	
                14

              	
                I-3-A
                  through I-49-A

              
	
                15

              	
                I-4-A
                  through I-49-A

              
	
                16

              	
                I-5-A
                  through I-49-A

              
	
                17

              	
                I-6-A
                  through I-49-A

              
	
                18

              	
                I-7-A
                  through I-49-A

              
	
                19

              	
                I-8-A
                  through I-49-A

              
	
                20

              	
                I-9-A
                  through I-49-A

              
	
                21

              	
                I-10-A
                  through I-49-A

              
	
                22

              	
                I-11-A
                  through I-49-A

              
	
                23

              	
                I-12-A
                  through I-49-A

              
	
                24

              	
                I-13-A
                  through I-49-A

              
	
                25

              	
                I-14-A
                  through I-49-A

              
	
                26

              	
                I-15-A
                  through I-49-A

              
	
                27

              	
                I-16-A
                  through I-49-A

              
	
                28

              	
                I-17-A
                  through I-49-A

              
	
                29

              	
                I-18-A
                  through I-49-A

              
	
                30

              	
                I-19-A
                  through I-49-A

              
	
                31

              	
                I-20-A
                  through I-49-A

              
	
                32

              	
                I-21-A
                  through I-49-A

              
	
                33

              	
                I-22-A
                  through I-49-A

              
	
                34

              	
                I-23-A
                  through I-49-A

              
	
                35

              	
                I-24-A
                  through I-49-A

              
	
                36

              	
                I-25-A
                  through I-49-A

              
	
                37

              	
                I-26-A
                  through I-49-A

              
	
                38

              	
                I-27-A
                  through I-49-A

              
	
                39

              	
                I-28-A
                  through I-49-A

              
	
                40

              	
                I-29-A
                  through I-49-A

              
	
                41

              	
                I-30-A
                  through I-49-A

              
	
                42

              	
                I-31-A
                  through I-49-A

              
	
                43

              	
                I-32-A
                  through I-49-A

              
	
                44

              	
                I-33-A
                  through I-49-A

              
	
                45

              	
                I-34-A
                  through I-49-A

              
	
                46

              	
                I-35-A
                  through I-49-A

              
	
                47

              	
                I-36-A
                  through I-49-A

              
	
                48

              	
                I-37-A
                  through I-49-A

              
	
                49

              	
                I-38-A
                  through I-49-A

              
	
                50

              	
                I-39-A
                  through I-49-A

              
	
                51

              	
                I-40-A
                  through I-49-A

              
	
                52

              	
                I-41-A
                  through I-49-A

              
	
                53

              	
                I-42-A
                  through I-49-A

              
	
                54

              	
                I-43-A
                  through I-49-A

              
	
                55

              	
                I-44-A
                  through I-49-A

              
	
                56

              	
                I-45-A
                  through I-49-A

              
	
                57

              	
                I-46-A
                  through I-49-A

              
	
                58

              	
                I-47-A
                  through I-49-A

              
	
                59

              	
                I-48-A
                  and I-49-A

              
	
                60

              	
                I-49-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 2 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 Offered 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 the
        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 10.700%. 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)
        10.700% and (y) 0.00%.

       

      “Uncertificated
        REMIC 2 Pass-Through Rate”:
        With
        respect to REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTA1,
        REMIC 2
        Regular Interest LTA2A, REMIC 2 Regular Interest LTA2B, REMIC 2 Regular Interest
        LTA2C, REMIC 2 Regular Interest LTA2D, 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 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
                  11th 

              	
                I-1-A
                  through I-49-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                12

              	
                I-1-A
                  through I-49-A

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

              
	
                13

              	
                I-2-A
                  through I-49-A

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

              
	 	
                I-1-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                14

              	
                I-3-A
                  through I-49-A

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

              
	 	
                I-1-A
                  and I-2-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                15

              	
                I-4-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-3-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                16

              	
                I-5-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-4-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                17

              	
                I-6-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-5-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                18

              	
                I-7-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-6-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                19

              	
                I-8-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-7-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                20

              	
                I-9-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-8-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                21

              	
                I-10-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-9-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                22

              	
                I-11-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-10-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                23

              	
                I-12-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-11-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                24

              	
                I-13-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-12-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                25

              	
                I-14-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-13-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                26

              	
                I-15-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-14-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                27

              	
                I-16-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-15-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                28

              	
                I-17-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-16-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                29

              	
                I-18-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-17-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                30

              	
                I-19-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-18-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                31

              	
                I-20-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-19-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                32

              	
                I-21-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-20-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                33

              	
                I-22-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-21-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                34

              	
                I-23-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-22-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                35

              	
                I-24-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-23-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                36

              	
                I-25-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-24-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                37

              	
                I-26-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-25-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                38

              	
                I-27-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-26-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                39

              	
                I-28-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-27-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                40

              	
                I-29-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-28-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                41

              	
                I-30-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-29-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                42

              	
                I-31-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-30-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                43

              	
                I-32-A
                  through I-49-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

              
	
                44

              	
                I-33-A
                  through I-49-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

              
	
                45

              	
                I-34-A
                  through I-49-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

              
	
                46

              	
                I-35-A
                  through I-49-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

              
	
                47

              	
                I-36-A
                  through I-49-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

              
	
                48

              	
                I-37-A
                  through I-49-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

              
	
                49

              	
                I-38-A
                  through I-49-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

              
	
                50

              	
                I-39-A
                  through I-49-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

              
	
                51

              	
                I-40-A
                  through I-49-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

              
	
                52

              	
                I-41-A
                  through I-49-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

              
	
                53

              	
                I-42-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-41-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                54

              	
                I-43-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-42-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                55

              	
                I-44-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-43-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                56

              	
                I-45-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-44-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                57

              	
                I-46-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-45-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                58

              	
                I-47-A
                  through I-49-A

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

              
	 	
                I-1-A
                  through I-46-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                59

              	
                I-48-A
                  and I-49-A

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

              
	 	
                I-1-A
                  through I-47-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                60

              	
                I-49-A

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

              
	 	
                I-1-A
                  through I-48-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                thereafter

              	
                I-1-A
                  through I-49-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              


      

      


      With
        respect to REMIC 2 Regular Interest LTIO, and (a) the first 11 Distribution
        Dates, the excess of (i) the weighted average of the Uncertificated REMIC
        1
        Pass-Through Rates for REMIC 1 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 1 Pass-Through
        Rates
        for REMIC 1 Regular Interests ending with the designation “A”, and (b) the
        12th
        Distribution Date through the 60th
        Distribution Date, the excess of (i) the weighted average of the Uncertificated
        REMIC 1 Pass-Through Rates for REMIC 1 Regular Interests ending with the
        designation “A” over (ii) 2 multiplied by Swap LIBOR, and (c) thereafter 0.00%.


       

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

       

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

       

      “Unpaid
        Interest Shortfall Amount”: With respect to any Class of Offered 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 Offered Certificates and the
        Class C Certificates shall have 98% of the Voting Rights (allocated among
        the
        Holders of the Offered Certificates and the Class C Certificates in proportion
        to the then outstanding Certificate Principal Balances of their respective
        Certificates), the Class P Certificates shall have 1% of the Voting Rights
        and
        the Residual Certificates shall have 1% of the Voting Rights. The Voting
        Rights
        allocated to any Class of Certificates (other than the Class P Certificates
        and
        the Residual Certificates) shall be allocated among all Holders of each such
        Class in proportion to the outstanding Certificate Principal Balance of such
        Certificates and the Voting Rights allocated to the Class P Certificates
        and the
        Residual Certificates shall be allocated among all Holders of each such Class
        in
        proportion to such Holders’ respective Percentage Interest; provided, however
        that when none of the Regular Certificates are outstanding, 100% of the Voting
        Rights shall be allocated among Holders of the Residual Certificates in
        accordance with such Holders’ respective Percentage Interests in the
        Certificates of such Class.

       

      	SECTION
              1.02  	
              Accounting.

            


       

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

       

      	SECTION
              1.03  	
              Allocation
                of Certain Interest Shortfalls.

            


       

      For
        purposes of calculating the amount of the Monthly Interest Distributable
        Amount
        for the Offered 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 Offered 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 LTA1,
        REMIC 2 Regular Interest LTA2A, REMIC 2 Regular Interest LTA2B, REMIC 2 Regular
        Interest LTA2C, REMIC 2 Regular Interest LTA2D, 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 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 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
        Agreement (as assigned to the Depositor pursuant to the terms of the Assignment
        Agreement), (v) the
        right
        to receive any amounts payable under the Basis Risk Cap Agreement and the
        Interest Rate Swap Agreement,
        (vi)
        payments made to the Cap Trustee by the Interest Rate Cap Provider and the
        Cap
        Account, (vii) all other assets included or to be included in the Trust Fund
        and
        (viii) 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 the Custodian on behalf of the Trustee),
        the following documents or instruments with respect to each Mortgage Loan
        so
        transferred and assigned (with respect to each Mortgage Loan, a “Mortgage
        File”):

       

      (i)  the
        original Mortgage Note 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)  upon
        return from the applicable public recording office, 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); 

       

      (v)  upon
        return from the applicable public recording office, the original or a certified
        copy of the lender’s title insurance policy; and

       

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

       

      The
        Depositor herewith also delivers to the Trustee an executed copy of the
        Assignment Agreement and the Master Agreement.

       

      If
        any of
        the documents referred to in Section 2.01(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 on behalf of the Trustee) no later
        than the Closing Date, of a copy of each such document certified by the
        Originator in the case of (x) above or the applicable public recording office
        in
        the case of (y) above to be a true and complete copy of the original that
        was
        submitted for recording and (2) if such copy is certified by the Originator,
        delivery to the Trustee (or the Custodian on behalf of the Trustee) promptly
        upon receipt thereof of either the original or a copy of such document certified
        by the applicable public recording office to be a true and complete copy
        of the
        original. The Servicer or the Depositor shall deliver or cause to be delivered
        to the Trustee (or the Custodian on behalf of the Trustee) promptly upon
        receipt
        thereof any other documents constituting a part of a Mortgage File received
        with
        respect to any Mortgage Loan, including, but not limited to, any original
        documents evidencing an assumption or modification of any Mortgage
        Loan.

       

      Upon
        discovery or receipt of notice of any materially defective document in, or
        that
        a document is missing from, a Mortgage File, the Trustee (or the Custodian
        on
        behalf of the Trustee) shall enforce the obligations of the Originator under
        the
        Master Agreement to cure such defect or deliver such missing document to
        the
        Trustee (or the Custodian on behalf of the Trustee) within 90 days. If the
        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 the 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 the
        Originator to repurchase or substitute for a Mortgage Loan which has breached
        a
        representation or warranty under the 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 (upon receipt of notice from the Custodian) shall enforce the
        obligations of the Originator under the 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 the Originator under the 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 the Originator under the 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 Originator
        to deliver such Assignments for recording as provided above, promptly and
        in any
        event within 30 days following receipt of notice by the Originator.
        Notwithstanding the foregoing, if the Originator fails to pay the cost of
        recording the Assignments, such expense will be paid by 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 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.

       

      	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 (or receipt by the Custodian on behalf
        of the Trustee) 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 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 (or the Custodian on behalf of 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 (or, in the case
        of the
        Custodian, Exhibit 2 to the Custodial Agreement), 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 (or the
        Custodian on behalf of the Trustee) shall so notify the Seller, the Depositor,
        the 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 the Originator in the Master Agreement or the Seller in
        the
        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.

       

      The
        Trustee is hereby authorized and directed by the Depositor to execute and
        deliver the Transaction Addendum Soundview 2006-WF2 to the Master Consulting
        Agreement with the Credit Risk Manager.

       

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

            


       

      (a)  Upon
        discovery or receipt of written notice from the Custodian of any materially
        defective document in, or that a document is missing from, a Mortgage File
        or of
        the breach by the Originator or the Seller, as applicable, of any
        representation, warranty or covenant under the Master Agreement or the
        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 Originator
        deliver such missing document or that the Originator or the Seller cure such
        defect or breach within 90 days from the date the Originator or the Seller
        was
        notified of such missing document, defect or breach, and if the 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) the Originator’s obligation under the Master
        Agreement or the Assignment Agreement or the Seller’s obligation under the
        Assignment Agreement and notify the 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, (or the Custodian on behalf of the
        Trustee), upon receipt of written certification from the Servicer of such
        deposit, shall release to the Originator or the Seller, as applicable, the
        related Mortgage File and the Trustee shall execute and deliver such instruments
        of transfer or assignment, in each case without recourse, as the Originator
        or
        the Seller, as applicable, shall furnish to it and as shall be necessary
        to vest
        in the Originator or Seller, as applicable, any Mortgage Loan released pursuant
        hereto and the Trustee and the Custodian 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, the 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 the Originator or the Seller, as
        applicable, is not a member of MERS and repurchases a Mortgage Loan which
        is
        registered on the MERS® System, the 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 the 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 the 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
        the Originator or the Seller, as applicable, respecting such omission, defect
        or
        breach available to the Trustee on behalf of the
        Certificateholders.

       

      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.

       

      (b)  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.

       

      (c)  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
        Originator or the Seller, as applicable, delivering to the Trustee, (or the
        Custodian on behalf of the Trustee), for such Qualified Substitute Mortgage
        Loan
        or Loans, the Mortgage Note, the Mortgage and the Assignment to the Trustee,
        and
        such other documents and agreements, with all necessary endorsements thereon,
        as
        are required by Section 2.01, together with an Officers’ Certificate providing
        that each such Qualified Substitute Mortgage Loan satisfies the definition
        thereof and specifying the Substitution Adjustment (as described below),
        if any,
        in connection with such substitution. The Trustee (or the Custodian on behalf
        of
        the Trustee), shall acknowledge receipt for such Qualified Substitute Mortgage
        Loan or Loans and, within 45 days thereafter, shall review such documents
        as
        specified in Section 2.02 and deliver to the Depositor and 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 (or the Custodian on behalf of the Trustee) shall deliver to the
        Depositor and 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 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 Originator
        or
        the Seller, as applicable, shall thereafter be entitled to retain all amounts
        subsequently received in respect of such Deleted Mortgage Loan. The Depositor
        shall give or cause to be given written notice to the 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 and the Custodian. Upon such
        substitution by the 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
        Assignment Agreement, including all applicable representations and warranties
        thereof included in the Assignment Agreement as of the date of
        substitution.

       

      For
        any
        month in which the 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 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, (or the Custodian on behalf of the Trustee), upon receipt
        of
        the related Qualified Substitute Mortgage Loan or Loans and certification
        by the
        Servicer of such deposit, shall release to the Originator or the Seller,
        as
        applicable, the related Mortgage File or Files and the Trustee shall execute
        and
        deliver such instruments of transfer or assignment, in each case without
        recourse, as the 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 Assignment Agreement, the 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.

       

      (d)  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 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 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 Originator under the 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 the Originator, or Section 2.03(b), if made by the
        Depositor. The Trustee shall reconvey to the Depositor or the 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.

       

      (e)  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 Originator or (ii) the 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.

            


       

      (a)  The
        Servicer hereby represents, warrants and covenants to the Trustee, for the
        benefit of each of the Trustee, 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 national banking association duly formed, validly existing
        and in
        good standing under the laws of the United States of America 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
        charter of by-laws 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];
        and

       

      (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.

       

      It
        is
        understood and agreed that the representations, warranties and covenants
        set
        forth in this Section 2.05 shall survive delivery of the Mortgage Files to
        the
        Trustee (or the Custodian on behalf of the Trustee) and shall inure to the
        benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery
        by any of the Depositor, the 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. 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 Agreement respecting a breach of the representations, warranties and
        covenants of the Originator.

       

      	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.

       

      (x)  The
        beneficial owner of the payments made under the Interest Rate Swap Agreement,
        the Interest Rate Cap Agreement or the Basis Risk Cap Agreement is either
        (i) a
“U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United
        States Treasury Regulations) for United States federal income tax purposes
        and
        an “Exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of United
        States Treasury Regulations, 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 (the "Regulations") for United States federal income tax purposes,
        and it is a "foreign person" as that term is used in section 1.6041-4(a)(4)
        of
        the Regulations for United States federal income tax purposes. The Depositor
        understands that both the Trust and the Trustee are relying on this information
        in connection with the execution of the Interest Rate Swap Agreement, the
        Interest Rate Cap Agreement and the Basis Risk Cap 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  	
              Authorization
                to Enter into Basis Risk Cap Agrement, Interest Rate Cap Agreement
                and
                Interest Rate Swap Agreement.

            


       

      (a)  The
        Trustee is hereby directed to execute and deliver the Basis Risk Cap Agreement
        on behalf of Party B (as defined therein) and to exercise the rights, perform
        the obligations, and make the representations of Party B thereunder, solely
        in
        its capacity as Trustee on behalf of Party B (as defined therein) and not
        in its
        individual capacity. The Servicer, the Depositor and the Certificateholders
        (by
        acceptance of their Certificates) acknowledge and agree that (i) the Trustee
        shall execute and deliver the Basis Risk Cap Agreement on behalf of Party
        B (as
        defined therein), (ii) the Trustee shall exercise the rights, perform the
        obligations, and make the representations of Party B thereunder, solely in
        its
        capacity as Trustee on behalf of Party B (as defined therein) and not in
        its
        individual capacity, and (iii) the Trustee shall be entitled to exercise
        the
        rights and obligated to perform the obligations of Party B under the Basis
        Risk
        Cap Agreement.

       

      (b)  The
        Trustee (in its capacity as Cap Trustee) is hereby directed to execute and
        deliver the Interest Rate Cap Agreement on behalf of Party B (as defined
        therein) and to exercise the rights, perform the obligations, and make the
        representations of Party B thereunder, solely in its capacity as Cap Trustee
        on
        behalf of Party B (as defined therein) and not in its individual capacity.
        The
        Servicer, the Depositor and the Certificateholders (by acceptance of their
        Certificates) acknowledge and agree that (i) the Trustee (in its capacity
        as Cap
        Trustee) shall execute and deliver the Interest Rate Cap Agreement on behalf
        of
        Party B (as defined therein), (ii) the Trustee (in its capacity as Cap Trustee)
        shall exercise the rights, perform the obligations, and make the representations
        of Party B thereunder, solely in its capacity as Cap Trustee on behalf of
        Party
        B (as defined therein) and not in its individual capacity, and (iii) the
        Trustee
        (in its capacity as Cap Trustee) shall be entitled to exercise the rights
        and
        obligated to perform the obligations of Party B under the Interest Rate Cap
        Agreement.

       

      (c)  The
        Trustee (in its capacity as Supplemental Interest Trust Trustee) is hereby
        directed to execute and deliver the Interest Rate Swap Agreement on behalf
        of
        Party B (as defined therein) and to exercise the rights, perform the
        obligations, and make the representations of Party B thereunder, solely in
        its
        capacity as Supplemental Interest Trust Trustee on behalf of Party B (as
        defined
        therein) and not in its individual capacity. The Servicer, the Depositor
        and the
        Certificateholders (by acceptance of their Certificates) acknowledge and
        agree
        that (i) the Trustee (in its capacity as Supplemental Interest Trust Trustee)
        shall execute and deliver the Interest Rate Swap Agreement on behalf of Party
        B
        (as defined therein), (ii) the Trustee (in its capacity as Supplemental Interest
        Trust Trustee) shall exercise the rights, perform the obligations, and make
        the
        representations of Party B thereunder, solely in its capacity as Supplemental
        Interest Trust Trustee on behalf of Party B (as defined therein) and not
        in its
        individual capacity, and (iii) the Trustee (in its capacity as Supplemental
        Interest Trust Trustee) shall be entitled to exercise the rights and obligated
        to perform the obligations of Party B under the Interest Rate Swap
        Agreement

       

      	SECTION
              2.09  	
              Conveyance
                of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
                3,
                REMIC 4, REMIC 5 and REMIC 6 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 C Certificates or the Class
        P
        Certificates), the
        Class
        C Interest, the Class P Interest, the Class IO Interest and
        the
        Class R Certificates (in respect of the Class R-3 Interest). 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 C Certificates or Class
        P
        Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
        and the Class R Certificates (in respect of the Class R-3 Interest). The
        interests evidenced by the Class R-3 Interest, together with the Regular
        Certificates (other than the Class C Certificates or Class P Certificates),
        the
        Class C Interest, the Class P Interest and the Class IO Interest, constitute
        the
        entire beneficial ownership interest in REMIC 3.

       

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

       

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

       

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

       

      (g)  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, and (vi) the assignment and delivery
        to the Trustee of REMIC 6 (including the Residual Interest therein represented
        by the Class R-6 Interest) and the acceptance by the Trustee thereof, pursuant
        to subsection (f) 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 and the Class R-6 Interest.

       

      ARTICLE
        III

       

      ADMINISTRATION
        AND SERVICING

      OF
        THE
        MORTGAGE LOANS

       

      	SECTION
              3.01  	
              Servicer
                to Act as Servicer.

            


       

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

       

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

       

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

       

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

       

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

       

      To
        the
        extent consistent with the foregoing, the Servicer (a) shall seek to maximize
        the timely and complete recovery of principal and interest on the Mortgage
        Notes
        and (b) may 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 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, (ii) the collection
        of
        such Prepayment Charge would be in violation of applicable laws, (iii) the
        amount of the Prepayment Charge set forth on the Prepayment Charge Schedule
        is
        not consistent with the related Mortgage Note or is otherwise unenforceable,
        (iv) the collection of such Prepayment Charge would be considered “predatory”
pursuant to written guidance published or issued by any applicable federal,
        state or local regulatory authority acting in its official capacity and having
        jurisdiction over such matters or (v) the Mortgage Loan has been accelerated
        or
        paid off in connection with the workout or borrower default, notwithstanding
        that the terms of such Mortgage Loan or state or federal law might permit
        the
        imposition of a Prepayment Charge. If a Prepayment Charge is waived as permitted
        by meeting the standard described in clauses (ii), (iii) or (iv) above, then
        the
        Trustee (upon receipt of written notice from the Servicer that such waiver
        has
        occurred) shall enforce the obligation of the Originator to pay the amount
        of
        such waived Prepayment Charge to the Trustee for deposit in the Distribution
        Account for the benefit of the Holders of the Class P Certificates. If a
        Prepayment Charge is waived other than in accordance with (i), (ii), (iii),
        (iv)
        or (v) above, the Servicer shall pay the amount of such waived Prepayment
        Charge
        to the Trustee for deposit in the Distribution Account for the benefit of
        the
        Holders of the Class P Certificates. Notwithstanding the foregoing, that
        the
        Servicer shall not have an obligation to pay the amount of any uncollected
        Prepayment Charge if the failure to collect such amount is the direct result
        of
        inaccurate or incomplete information furnished to the Servicer by the Originator
        or a prior servicer, in which case the Trustee (upon receipt of written notice
        from the Servicer that such waiver has occurred) shall enforce the obligation
        of
        the Originator to pay the amount of such waived Prepayment Charge to the
        Trustee
        for deposit in the Distribution Account for the benefit of the Holders of
        the
        Class P Certificates.

       

      To
        the
        extent consistent with the foregoing, the Servicer shall also seek to maximize
        the timely and complete recovery of principal and interest on the Mortgage
        Notes. Subject only to the above-described servicing standards and the terms
        of
        this Agreement and of the respective 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
        or in the name of a Sub-Servicer 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 any standard
        hazard
        insurance policy. Subject to Section 3.17, the Trustee shall execute, at
        the
        written request of the Servicer, and furnish to the Servicer and any
        Sub-Servicer such documents as are necessary or appropriate to enable the
        Servicer or any Sub-Servicer to carry out their servicing and administrative
        duties hereunder, and the Trustee hereby grants to the Servicer a power of
        attorney to carry out such duties. The Trustee shall not be liable for the
        actions of the Servicer or any Sub-Servicers under such powers of
        attorney.

       

      In
        accordance with the standards of the preceding paragraph, the Servicer shall
        advance or cause to be advanced funds as necessary for the purpose of effecting
        the timely 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 timely 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 provided,
        however, that (subject to Section 3.07) the Servicer may capitalize the amount
        of any Servicing Advances incurred pursuant to this Section 3.01 in connection
        with the modification of a Mortgage Loan.

       

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

       

      Notwithstanding
        anything in this Agreement to the contrary, the Servicer may not make any
        future
        advances (other than Servicing 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 (except with respect to a
        Mortgage Loan that is in default or, in the judgment of the Servicer, such
        default is reasonably foreseeable) 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
        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 final, temporary or proposed Treasury
        Regulations promulgated thereunder) and (B) cause any REMIC 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.

       

      Notwithstanding
        anything in this Agreement to the contrary and notwithstanding its ability
        to do
        so pursuant to the terms of the related mortgage note, the Servicer shall
        not be
        required to enforce any provision in any mortgage note the enforcement of
        which
        would violate federal, state or local laws or ordinances designed to discourage
        predatory lending practices. 

       

      The
        Servicer may delegate its responsibilities under this Agreement; provided,
        however, that no such delegation shall release the Servicer from the
        responsibilities or liabilities arising under this Agreement.

       

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

            


       

      (a)  The
        Servicer may enter into Sub-Servicing Agreements (provided that such agreements
        would not result in a withdrawal or a downgrading by the Rating Agencies
        of the
        rating on any Class of Certificates) with Sub-Servicers, for the servicing
        and
        administration of the Mortgage Loans; provided, however, that each such
        sub-servicing arrangement and the terms of the related Sub-Servicing Agreement
        must provide for the servicing of Mortgage Loans in a manner consistent with
        the
        servicing arrangement contemplated hereunder. 

       

      (b)  Each
        Sub-Servicer shall be (i) authorized to transact business in the state or
        states
        in which 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, 3.20 or 3.21 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. 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), Section 3.20 or Section
        3.21,
        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.

       

      (c)  As
        part
        of its servicing activities hereunder, the Servicer (except as otherwise
        provided in the last sentence of this paragraph), 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 of a Sub-Servicer 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 Trustee (if the Trustee is acting as successor
        Servicer) without fee, in accordance with the terms of this Agreement, in
        the
        event that the 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, any of 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 and the 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.

            


       

      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
        (or
        the successor servicer appointed pursuant to Section 7.02) shall thereupon
        assume all of the rights and obligations of the Servicer under each
        Sub-Servicing Agreement that the Servicer may have entered into, unless the
        Trustee elects to terminate any Sub-Servicing Agreement in accordance with
        its
        terms as provided in Section 3.03. Upon such assumption, the Trustee (or
        the
        successor servicer appointed pursuant to Section 7.02 shall be deemed, subject
        to Section 3.03, to have assumed all of the Servicer’s interest therein and to
        have replaced the 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 Servicer shall not thereby be relieved of any
        liability or obligations under any Sub-Servicing Agreement and (ii) none
        of the
        Trustee, its designee or 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. 

       

      	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 and the servicing
        standards set forth in Section 3.01, the Servicer may in its discretion (i)
        waive any late payment charge or, if applicable, penalty interest or (ii)
        extend
        the due dates for Monthly Payments due on a Mortgage Note for a period of
        not
        greater than 180 days; provided that any extension pursuant to clause (ii)
        above
        shall not affect the amortization schedule of any Mortgage Loan for purposes
        of
        any computation hereunder, except as provided below. In the event of any
        such
        arrangement pursuant to clause (ii) above, the Servicer shall make timely
        advances on such Mortgage Loan during such extension pursuant to Section
        4.03
        and in accordance with the amortization schedule of such Mortgage Loan without
        modification thereof by reason of such arrangements. 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 waive, modify
        or
        vary any term of such Mortgage Loan (including, but not limited to,
        modifications that 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 (such payment, a “Short
        Pay-off”) or consent to the postponement of strict compliance with any such term
        or otherwise grant indulgence to any Mortgagor if in the Servicer’s
        determination such waiver, modification, postponement or indulgence is not
        materially adverse to the interests of the Certificateholders (taking into
        account any estimated Realized Loss that might result absent such action);
        provided, however, the Servicer shall not modify any Mortgage Loan in a manner
        that would capitalize the amount of any unpaid Monthly Payments or tax or
        insurance payments advanced by the Servicer on the Mortgagor’s behalf unless the
        related Mortgagor shall have remitted an amount equal to a full Monthly Payment
        (or, in the case of any Mortgage Loan subject to a forbearance plan or
        bankruptcy plan, a full modified monthly payment under such plan) in each
        of the
        three calendar months immediately preceding the month of such
        modification.

       

      	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 Sub-Servicing Account, in no event more
        than
        two Business Days 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. The Sub-Servicer shall
        thereafter 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.

            


       

      To
        the
        extent the terms of a Mortgage provide for Escrow Payments, the Servicer
        shall
        establish and maintain one or more accounts (the “Servicing Accounts”), into
        which all collections from the Mortgagors (or related advances from
        Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
        insurance premiums, hazard insurance proceeds (to the extent such amounts
        are to
        be applied to the restoration or repair of the property) and comparable items
        for the account of the Mortgagors (“Escrow Payments”) shall be deposited and
        retained. Servicing Accounts shall be Eligible Accounts. The Servicer shall
        deposit in the Servicing Accounts on a daily basis and in no event later
        than
        the second Business Day after receipt, and retain therein, all Escrow Payments
        collected on account of the Mortgage Loans, for the purpose of effecting
        the
        timely 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
        timely payment of taxes, assessments, fire, flood, and hazard insurance
        premiums, and comparable items; (ii) reimburse the Servicer out of related
        collections for any advances made pursuant to Section 3.01 (with respect
        to
        taxes and assessments) and Section 3.14 (with respect to fire, flood and
        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
        IX. As part of its servicing duties, the Servicer shall pay to the Mortgagors
        interest on funds in 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. Notwithstanding the foregoing, the Servicer shall
        not be
        obligated to collect Escrow Payments if the related Mortgage Loan does not
        require such payments but the Servicer shall nevertheless be obligated to
        make
        Servicing Advances as provided in Section 3.01. In the event the Servicer
        shall
        deposit in the Servicing Accounts any amount not required to be deposited
        therein, it may at any time withdraw such amount from the Servicing Accounts,
        any provision to the contrary notwithstanding.

       

      To
        the
        extent that a Mortgage does not provide for Escrow Payments, the Servicer
        (i)
        shall determine whether any such payments are made by the Mortgagor in a
        manner
        and at a time that 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 and (ii) shall
        ensure
        that all insurance required to be maintained on the Mortgaged Property pursuant
        to this Agreement is maintained. If any such payment has not been made and
        the
        Servicer receives notice of a tax lien with respect to the Mortgage Loan
        being
        imposed, the Servicer will, 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. The Servicer assumes full responsibility
        for the payment of all such bills and shall effect 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 Servicing Advances from
        its own
        funds to effect such payments.

       

      	SECTION
              3.10  	
              Collection
                Account and Distribution Account.

            


       

      (a)  On
        behalf
        of the Trust Fund, the Servicer shall establish and maintain one or more
        separate, segregated trust 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 (which account must be an Eligible
        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 two Business Days after the Servicer’s receipt
        thereof, and shall thereafter deposit in the Collection Account, in no event
        more than one Business Day after the deposit of such funds into the clearing
        account, as and when received or as otherwise required hereunder, the following
        payments and collections received or made by it from and after the Cut-off
        Date
        (other than in respect of principal or interest on the related 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 on the
        Mortgage Loans;

       

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

       

      (iii)  all
        Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
        in
        respect of any particular REO Property and amounts paid by the Servicer in
        connection with a purchase of Mortgage Loans and REO Properties pursuant
        to
        Section 9.01); 

       

      (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 9.01;

       

      (vii)  all
        amounts required to be deposited in connection with shortfalls in principal
        amount of Qualified Substitute Mortgage Loans pursuant to Section 2.03;
        and

       

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

       

      For
        purposes of the immediately preceding sentence, the Cut-off Date with respect
        to
        any Qualified Substitute Mortgage Loan shall be deemed to be the date of
        substitution. 

       

      The
        foregoing requirements for deposit in the Collection Accounts shall be
        exclusive, it being understood and agreed that, without limiting the generality
        of the foregoing, payments in the nature of late payment charges or assumption
        fees (other than Prepayment Charges) need not be deposited by the Servicer
        in
        the Collection Account. 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 Servicer shall deliver to the Trustee in immediately
        available funds for deposit in an account established and maintained by the
        Trustee, held in trust for the benefit of the Certificateholders (the
“Distribution Account”): (i) on the Servicer Remittance Date, that portion of
        the Available Funds 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 such
        Business Day, withdraw from the Collection Account any and all amounts payable
        or reimbursable to the Depositor, the Servicer, the Trustee, the Seller 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 may be invested in Permitted Investments in accordance
        with the provisions set forth in Section 3.12. The Servicer shall give advance
        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 forward
        such
        notice to the Depositor.

       

      (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 shall deliver to the Trustee from
        time to time for deposit, and upon written notification from the Servicer,
        the
        Trustee shall so deposit, in the Distribution Account:

       

      (i)  any
        Advances, as required pursuant to Section 4.03;

       

      (ii)  any
        amounts required to be deposited pursuant to Section 3.24(d) or (f) in
        connection with any REO Property;

       

      (iii)  any
        amounts to be paid by the Servicer in connection with a purchase of Mortgage
        Loans and REO Properties pursuant to Section 9.01; and

       

      (iv)  any
        amounts required to be deposited pursuant to Section 3.25 in connection with
        any
        Prepayment Interest Shortfalls.

       

      (e)  The
        Servicer shall deposit in the Collection Account any amounts required to
        be
        deposited pursuant to Section 3.12(b) in connection with losses realized
        on
        Permitted Investments with respect to funds held in the Collection
        Account.

       

      	SECTION
              3.11  	
              Withdrawals
                from the Collection Account and the Distribution
                Account.

            


       

      The
        Servicer shall, from time to time, make withdrawals from the Collection Account
        for any of the following purposes, without priority, or as described in Section
        4.03:

       

      (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 Advances, but only to the
        extent of amounts received which represent Late Collections (net of the related
        Servicing Fees) of Monthly Payments on Mortgage Loans with respect to which
        such
        Advances were made in accordance with the provisions of Section
        4.03;

       

      (iii)  subject
        to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
        Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each
        Mortgage Loan, but only to the extent of any Liquidation Proceeds, Insurance
        Proceeds or other amounts as may be collected by the Servicer from a Mortgagor,
        or otherwise received with respect to such Mortgage Loan and (C) without
        limiting any right of withdrawal set forth in clause (4) below, any Servicing
        Advances made with respect to a Mortgage Loan that, following the final
        liquidation of a Mortgage Loan are Nonrecoverable Advances, but only to the
        extent that Late Collections, Liquidation Proceeds and Insurance Proceeds
        received with respect to such Mortgage Loan are insufficient to reimburse
        the
        Servicer or any Sub-Servicer for such Servicing Advances;

       

      (iv)  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;

       

      (v)  to
        pay to
        the Servicer or the Seller, as the case may be, with respect to each Mortgage
        Loan that has previously been purchased or replaced pursuant to Section 2.03
        or
        Section 3.16(c) all amounts received thereon subsequent to the date of purchase
        or substitution, as the case may be;

       

      (vi)  to
        reimburse the Servicer for any Advance or Servicing Advance previously made
        which the Servicer has determined to be a Nonrecoverable Advance in accordance
        with the provisions of Section 4.03;

       

      (vii)  to
        reimburse the Servicer or the Depositor for expenses incurred by or reimbursable
        to the Servicer or the Depositor, as the case may be, pursuant to Section
        6.03;

       

      (viii)  to
        reimburse the Servicer or the Trustee, as the case may be, for expenses
        reasonably incurred in respect of the breach or defect giving rise to the
        purchase obligation under Section 2.03 of this Agreement that were included
        in
        the Purchase Price of the Mortgage Loan, including any expenses arising out
        of
        the enforcement of the purchase obligation;

       

      (ix)  [reserved];

       

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

       

      (xi)  to
        clear
        and terminate the Collection Account pursuant to Section 9.01.

       

      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 (2), (3), (4), (5), (6), (8) and (9) 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.

       

      (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 Fee 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 4.01, Section 7.02 and Section 8.05;

       

      (vi)  to
        pay to
        itself any Trustee Compensation;

       

      (vii)  to
        pay to
        an Advancing Person reimbursements for Advances and/or Servicing Advances
        pursuant to Section 3.28; and

       

      (viii) to
        pay
        the Credit Risk Manager the Credit Risk Manager Fee.

       

      	SECTION
              3.12  	
              Investment
                of Funds in the Collection Account.

            


       

      (a)  The
        Servicer may direct any depository institution maintaining the Collection
        Account (for purposes of this Section 3.12, an “Investment Account”) to invest
        the funds in such Investment Account in one or more Permitted Investments
        specified in such instruction 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, and (ii) no later than the date on which such funds
        are
        required to be withdrawn from such account pursuant to this Agreement, if
        the
        Trustee is the obligor thereon. All such Permitted Investments shall be held
        to
        maturity, unless payable on demand. Any investment of funds in an Investment
        Account shall be made in the name of the Trustee (in its capacity as such)
        or in
        the name of a nominee of the Trustee. The Trustee shall be entitled to sole
        possession (except with respect to investment direction of funds held in
        the
        Collection Account, the Distribution 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 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. The
        Servicer shall deposit in the Collection Account the amount of any loss of
        principal incurred in respect of any such Permitted Investment made with
        funds
        in such accounts immediately upon realization of such loss.

       

      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. 

       

      (c)  Upon
        receipt of written instructions from the majority Holder of the Class C
        Certificates or if the Class C Certificates have been pledged pursuant to
        an
        Indenture, the majority equity holder in such transaction (either such party,
        the “Class C Holder”), the Trustee shall invest the funds on deposit in the
        Distribution Account during the Float Period.  Such instructions from the
        Class C Holder shall remain in force until the Trustee receives written
        instructions from the Class C Holder to cease investing such funds during
        the
        Float Period. All income and gain realized from the investment of funds
        deposited in the Distribution Account during the Float Period shall
        be included in Available Funds for the related Distribution Date. The Class
        C Holder shall deposit in the Distribution Account, from its own funds, the
        amount of any loss of principal incurred in respect of any such Permitted
        Investment made with funds in the Distribution Account during the
        Float Period immediately upon notification of such loss. The Trustee may
        at its
        discretion, and without liability, hold the funds in the Distribution Account
        after the Float Period uninvested.

       

      	SECTION
              3.13  	
              [Reserved].

            


       

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

            


       

      The
        terms
        of each Mortgage Note require the related Mortgagor to maintain fire and
        hazard
        insurance policies. To the extent such policies are not maintained, the Servicer
        shall cause to be maintained for each Mortgaged Property fire and hazard
        insurance with extended coverage as is customary in the area where the Mortgaged
        Property is located in an amount which is at least equal to the lesser of
        the
        current principal balance of such Mortgage Loan and the amount necessary
        to
        fully compensate for any damage or loss to the improvements which are a part
        of
        such property on a replacement cost basis, in each case in an amount not
        less
        than such amount as is necessary to avoid the application of any coinsurance
        clause contained in the related hazard insurance policy. The Servicer shall
        also
        cause to be maintained fire and hazard insurance on each REO Property with
        extended coverage as is customary in the area where the Mortgaged Property
        is
        located in an amount which is at
        least equal to the lesser of (i) 100% of the insurable value on a replacement
        cost basis of the improvements securing such Mortgage Loan and (ii) the greater
        of (a) the outstanding principal balance of the Mortgage Loan and (b) an
        amount
        such that the proceeds of such insurance shall be sufficient to prevent the
        application to the Mortgagor or the loss payee of any coinsurance clause
        under
        the policy.
        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 3.24, 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; provided, however, that the Servicer may capitalize, pursuant
        to the
        terms of Section 3.07, the amount of any Servicing Advances incurred pursuant
        to
        this Section 3.14 in connection with the modification of a Mortgage Loan.
        It is
        understood and agreed that no earthquake or other additional insurance is
        to be
        required of any Mortgagor other than pursuant to such applicable laws and
        regulations as shall at any time be in force and as shall require such
        additional insurance. If the related Mortgaged Property is located in an
        area
        identified by the Flood Emergency Management Agency as having special flood
        hazards (and such flood insurance has been made available) the Servicer shall
        cause to be maintained a flood insurance policy meeting the requirements
        of the
        current guidelines of the Federal Insurance Administration is in effect with
        a
        generally acceptable insurance carrier acceptable to Fannie Mae or Freddie
        Mac
        in an amount representing coverage equal to the lesser of: (i) the minimum
        amount required, under the terms of coverage, to compensate for any damage
        or
        loss on a replacement cost basis (or the unpaid balance of the mortgage if
        replacement cost coverage is not available for the type of building insured)
        and
        (ii) the maximum amount of insurance which is available under the Flood Disaster
        Protection Act of 1973, as amended. If at any time during the term of the
        Mortgage Loan, the Servicer determines, in accordance with applicable law,
        that
        a Mortgaged Property is located in a special flood hazard area and is not
        covered by flood insurance or is covered in an amount less than the amount
        required by the Flood Disaster Protection Act of 1973, as amended, the Servicer
        shall notify the related Mortgagor that the Mortgagor must obtain such flood
        insurance coverage, and if said Mortgagor fails to obtain the required flood
        insurance coverage within forty-five (45) days after such notification, the
        Company shall immediately force place the required flood insurance on the
        Mortgagor’s behalf. 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 insuring against hazard losses on all of the Mortgage Loans, it shall
        conclusively be deemed to have satisfied its obligations as set forth in
        the
        first two sentences of this Section 3.14, it being understood and agreed
        that
        such policy may contain a deductible clause, 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, the Trust Fund and the Certificateholders, claims under any
        such
        blanket policy in a timely fashion in accordance with the terms of such
        policy.

       

      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 its respective 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. 

       

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

            


       

      The
        Servicer will, to the extent it has knowledge of any conveyance or prospective
        conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
        conveyance or by contract of sale, and whether or not the Mortgagor remains
        or
        is to remain liable under the Mortgage Note and/or the Mortgage), exercise
        its
        rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer
        shall
        not 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 then current underwriting criteria of the Servicer for mortgage
        loans similar to the Mortgage Loans. 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 or substitution of liability agreement
        will 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 and
        the
        Custodian that any such substitution or assumption agreement has been completed
        by forwarding to the Custodian the executed original of such substitution
        or
        assumption agreement, which document shall be added to the related Mortgage
        File
        and shall, for all purposes, be considered a part of such Mortgage File to
        the
        same extent as all other documents and instruments constituting a part
        thereof.

       

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

       

      	SECTION
              3.16  	
              Realization
                Upon Defaulted Mortgage Loans.

            


       

      (a)  The
        Servicer shall, consistent with the servicing standard set forth in Section
        3.01, 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 and Section 3.24. The foregoing
        is
        subject to the provision that, in any case in which Mortgaged Property shall
        have suffered damage from an Uninsured Cause, the Servicer shall not be required
        to expend its own funds toward the restoration of such property unless it
        shall
        determine in its discretion that such restoration will increase the proceeds
        of
        liquidation of the related Mortgage Loan after reimbursement to itself for
        such
        expenses.

       

      (b)  Notwithstanding
        the foregoing provisions of this Section 3.16 or any other provision of this
        Agreement, with respect to any Mortgage Loan as to which the Servicer has
        received actual notice of, or has actual knowledge of, the presence of any
        toxic
        or hazardous substance on the related Mortgaged Property, the Servicer shall
        not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
        Property as a result of or in lieu of foreclosure or otherwise, or (ii)
        otherwise acquire possession of, or take any other action with respect to,
        such
        Mortgaged Property, if, as a result of any such action, the Trustee, the
        Trust
        Fund, the Servicer 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)(ix),
        such
        right of reimbursement being prior to the rights of Certificateholders to
        receive any amount in the Collection Account received in respect of the affected
        Mortgage Loan or other Mortgage Loans.

       

      If
        the
        Servicer determines, as described above, that it is in the best economic
        interest of the Trust Fund to take such actions as are necessary to bring
        any
        such Mortgaged Property into compliance with applicable environmental laws,
        or
        to take such action with respect to the containment, clean-up or remediation
        of
        hazardous substances, hazardous materials, hazardous wastes or petroleum-based
        materials affecting any such Mortgaged Property, then the Servicer shall
        take
        such action as it deems to be in the best economic interest of the Trust
        Fund.
        The cost of any such compliance, containment, cleanup 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)(ix),
        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 shall have the right to purchase from REMIC 1 any defaulted Mortgage
        Loan that is 90 days or more delinquent, which the Servicer determines in
        good
        faith will otherwise become subject to foreclosure proceedings (evidence
        of such
        determination to be delivered in writing to the Trustee, in form and substance
        satisfactory to the Trustee prior to purchase), at a price equal to the Purchase
        Price. The Purchase Price for any Mortgage Loan purchased hereunder shall
        be
        deposited in the Collection Account, and the Trustee, upon receipt of written
        certification from the Servicer of such deposit, shall release or cause to
        be
        released to the Servicer, the related Mortgage File and the Trustee, upon
        receipt of written certification from the Servicer, as applicable, of such
        deposit, shall execute and deliver such instruments of transfer or assignment,
        in each case without recourse, as the Servicer, shall furnish and as shall
        be
        necessary to vest in the Servicer title to any Mortgage Loan released pursuant
        hereto.

       

      (d)  Proceeds
        received in connection with any Final Recovery Determination, as well as
        any
        recovery resulting from a partial collection of Insurance Proceeds or
        Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in
        the
        following order of priority: first, to reimburse the Servicer or any
        Sub-Servicer for any related unreimbursed Servicing Advances and Advances,
        pursuant to Section 3.11(a)(ii) or (a)(iii)(B); second, 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
        third, 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)(A). 

       

      	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 will immediately notify the Custodian, by a Request
        for Release 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 3.10 have been or will be so deposited)
        of a Servicing Officer and shall request that the Custodian, on behalf of
        the
        Trustee, deliver to it the Mortgage File. Upon receipt of such certification
        and
        request, the Custodian shall within five Business Days release the related
        Mortgage File to the Servicer and the Servicer is authorized to cause the
        removal from the registration on the MERS® System of any such Mortgage, if
        applicable, and to execute and deliver, on behalf of the Trustee and the
        Certificateholders or any of them, any and all instruments of satisfaction
        or
        cancellation or of partial or full release. No expenses incurred in connection
        with any instrument of satisfaction or deed of reconveyance shall be chargeable
        to the Collection Account or the Distribution Account.

       

      (b)  From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, including, for this purpose, collection under any insurance policy
        relating to the Mortgage Loans, the Custodian shall, upon request of the
        Servicer and delivery to the Custodian of a Request for Release in the form
        of
        Exhibit E, release the related Mortgage File to the Servicer, and the Trustee
        shall, at the 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 Custodian 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 to the Custodian, on behalf of the Trustee, a
        certificate of a Servicing Officer 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 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, a copy of the Request
        for
        Release shall be released by the Custodian, on behalf of the Trustee, to
        the
        Servicer.

       

      (c)  Upon
        written certification of a Servicing Officer, the Trustee shall execute and
        deliver to the Servicer any court pleadings, requests for trustee’s sale or
        other documents reasonably 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, subject to Section
        3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing
        Fees out of Insurance Proceeds or Liquidation Proceeds to the extent permitted
        by Section 3.11(a)(iii)(A) and out of amounts derived from the operation
        and
        sale of an REO Property to the extent permitted by Section 3.24. 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.

       

      Additional
        servicing compensation in the form of assumption fees, late payment charges
        and
        other similar fees and charges (other than Prepayment Charges) shall be retained
        by the Servicer (subject to Section 3.25) 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 3.24(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 3.25. 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, servicing compensation of each Sub-Servicer) and shall not
        be
        entitled to reimbursement therefor except as specifically provided
        herein.

       

      	SECTION
              3.19  	
              Reports;
                Collection Account Statements.

            


       

      Not
        later
        than fifteen days after each Distribution Date, the Servicer shall forward
        to
        the Trustee, upon the request of the Trustee, a statement prepared by the
        Servicer setting forth the status of the Collection Account as of the close
        of
        business on the last day of the calendar month relating to such Distribution
        Date and showing, for the period covered by such statement, the aggregate
        amount
        of deposits into and withdrawals from the Collection Account of each category
        of
        deposit specified in Section 3.10(a) and each category of withdrawal specified
        in Section 3.11. Such statement may be in the form of the then current Fannie
        Mae Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program
        with appropriate additions and changes, and shall also include information
        as to
        the aggregate of the outstanding principal balances of all of the Mortgage
        Loans
        as of the last day of the calendar month immediately preceding such Distribution
        Date. 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 the request and at the expense of the
        requesting party, provided such statement is delivered by the Servicer to
        the
        Trustee.

       

      	SECTION
              3.20  	
              Statement
                as to Compliance.

            


       

      On
        or
        before March 15th
        of each
        calendar year (or March 24th
        of any
        calendar year in which a Form 10-K will not be filed), commencing in 2007,
        the
        Servicer shall deliver to the Trustee a statement of compliance (an “Annual
        Statement of Compliance”) addressed to the Trustee and the Depositor, to the
        effect that (i) a review of the Servicer’s activities during the immediately
        preceding calendar year (or applicable portion thereof) and of its performance
        under this Agreement during such period has been made under such officer’s
        supervision, and (ii) to the best of such officers’ knowledge, based on such
        review, the Servicer has fulfilled all of its obligations under this Agreement
        in all material respects throughout such calendar year (or applicable portion
        thereof) or, if there has been a failure to fulfill any such obligation in
        any
        material respect, specifically identifying each such failure known to such
        officer and the nature and the status thereof.

       

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

       

      If
        the
        Servicer cannot deliver the related Annual Statement of Compliance by March
        15th
        of such year (or March 24th
        of any
        calendar year in which a Form 10-K will not be filed), 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 give notice to Noteholders
        that they have ten Business Days to object. If no such objection is received,
        the Trustee shall immediately terminate all the rights and obligations of
        the
        Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
        thereof without compensating the Servicer for the same (other than as provided
        herein with respect to unreimbursed Advances or Servicing Advances or accrued
        and unpaid Servicing Fees). This paragraph shall supercede any other provision
        in this Agreement or any other agreement to the contrary. 

       

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

       

      	SECTION
              3.21  	
              Assessments
                of Compliance and Attestation Reports.

            


       

      Pursuant
        to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB,
        the Servicer shall deliver to the Trustee on or before March 15th
        of each
        calendar year (or March 24th
        of any
        calendar year in which a Form 10-K will not be filed) 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,
        which
        will also be attached to the Assessment of Compliance, to assess compliance
        with
        the Servicing Criteria applicable to the Servicer;

       

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

       

      (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.

       

      On
        or
        before March 15th
        of each
        calendar year (or March 24th
        of any
        calendar year in which a Form 10-K will not be filed) beginning in 2007,
        the
        Servicer shall furnish to the Trustee a report of a registered public accounting
        firm reasonably acceptable to the Trustee and the Depositor (an “Attestation
        Report”). Such Attestation Report shall be in accordance with Rules 1 02(a)(3)
        and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
        

       

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

       

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

       

      If
        the
        Servicer cannot deliver any Assessment of Compliance or Attestation Report
        by
        March 15th
        of such
        year (or March 24th
        of any
        calendar year in which a Form 10-K will not be filed), the Depositor may
        permit
        a cure period for the Servicer to deliver such Assessment of Compliance or
        Attestation Report, but in no event later than March 25th
        of such
        year.

       

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

       

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

       

      	SECTION
              3.22  	
              [Reserved].

            


       

      	SECTION
              3.23  	
              Access
                to Certain Documentation.

            


       

      The
        Servicer shall provide to the Trustee and the Depositor at the request of
        the
        Office of the Controller of the Currency, 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 required by applicable laws and regulations will be provided
        to such Certificateholder, the Trustee and to any Person identified to the
        Servicer as a prospective transferee of a Certificate subject to the execution
        of a confidentiality agreement in form and substance satisfactory to the
        servicer, 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. Nothing in this Section 3.22 shall derogate from the obligation of
        any
        such party to observe any applicable law prohibiting disclosure of information
        regarding the Mortgagors and the failure of any such party to provide access
        as
        provided in this Section as a result of such obligation shall not constitute
        a
        breach of this Section 3.22.

       

      The
        Servicer agrees 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 Servicer, on a monthly basis.

       

      	SECTION
              3.24  	
              Title,
                Management and Disposition of REO
                Property.

            


       

      (a)  In
        the
        event that title to an REO Property is acquired in foreclosure or by deed
        in
        lieu of foreclosure, the deed or certificate of sale shall be taken (pursuant
        to
        a limited power of attorney to be provided by the Trustee to the Servicer)
        in
        the name of the Trustee or a nominee thereof, on behalf of the
        Certificateholders, or in the event the Trustee or a nominee thereof 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 the Servicer from an attorney
        duly licensed to practice law in the state where the REO Property is located.
        Any Person or Persons holding such title other than the Trustee shall
        acknowledge in writing that such title is being held as nominee for the benefit
        of the Trustee. The Trustee’s name shall be placed on the title to such REO
        Property solely as the Trustee hereunder and not in its individual capacity.
        The
        Servicer shall ensure that the title to such REO Property references this
        Agreement and the Trustee’s capacity hereunder. The Servicer, on behalf of the
        Trust Fund, shall either sell any REO Property before the close of the third
        taxable year following the year the Trust Fund 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
        above three-year grace period would otherwise expire, an extension of the
        above
        three-year grace period, unless the Servicer shall have delivered to the
        Trustee
        and the Depositor an Opinion of Counsel, addressed to the Trustee and the
        Depositor, to the effect that the holding by the Trust Fund of such REO Property
        subsequent to the close of the third taxable year after its acquisition will
        not
        result in the imposition on the Trust Fund of taxes on “prohibited transactions”
thereof, as defined in Section 860F of the Code, or cause any Trust REMIC
        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 Trust REMIC 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 segregate and hold all funds collected and received in connection
        with the operation of any REO Property separate and apart from its own funds
        and
        general assets and shall establish and maintain 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 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
        (which
        account must be an Eligible 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 two Business Days
        after
        the Servicer’s receipt thereof, and shall thereafter deposit in the REO Account,
        in no event more than one Business Day after the deposit of such funds into
        the
        clearing account, 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 (1) through
        (3)
        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, none of the Servicer or 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 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 at any
        time that it is held by the Trust Fund, 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 3.24(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.

       

      (d)  In
        addition to the withdrawals permitted under Section 3.24(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. Any income from the related REO Property
        received during any calendar months prior to a Final Recovery Determination,
        net
        of any withdrawals made pursuant to Section 3.24(c) or this Section 3.24(d),
        shall be withdrawn by the Servicer from each REO Account maintained by it
        and
        remitted to the Trustee for deposit into the Distribution Account in accordance
        with Section 3.10(d)(ii) on the Servicer Remittance Date relating to a Final
        Recovery Determination with respect to such Mortgage Loan, for distribution
        on
        the related Distribution Date in accordance with Section 4.01.

       

      (e)  Subject
        to the time constraints set forth in Section 3.24(a), each REO Disposition
        shall
        be carried out by the Servicer at such price and upon such terms and conditions
        as the Servicer shall deem necessary or advisable, as shall be normal and
        usual
        in its general servicing activities for similar properties.

       

      (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
        remitted to the Trustee for deposit 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
              3.25  	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


       

      The
        Servicer shall deliver to the Trustee for deposit into the Distribution Account
        on the Servicer Remittance Date from its own funds (or from a Sub-Servicer’s own
        funds received by the Servicer in respect of Compensating Interest) an amount
        equal to the lesser of (a) the amount, if any, by which the Prepayment Interest
        Shortfall for the related Prepayment Period, and (b) the amount of the Servicing
        Fee payable to the Servicer for such Distribution Date.

       

      	SECTION
              3.26  	
              Obligations
                of the Servicer in Respect of Monthly Payments. 

            


       

      In
        the
        event that a shortfall in any collection on or liability with respect to
        any
        Mortgage Loan 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 deliver to the Trustee for deposit in the Distribution
        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. If amounts paid by the Servicer with respect
        to
        any Mortgage Loan pursuant to this Section 3.26 are subsequently recovered
        from
        the related Mortgagor, the Servicer shall be permitted to reimburse itself
        for
        such amounts paid by it pursuant to this Section 3.26 from such
        recoveries.

       

      	SECTION
              3.27  	
              [Reserved].

            


       

      	SECTION
              3.28  	
              Advance
                Facility

            


       

      (a)  Either
        (i) the Servicer or (ii) the Trustee, on behalf of the Trust Fund, with the
        consent of and at the direction of the Servicer, is hereby authorized to
        enter
        into a facility (an “Advance Facility”) with any Person which provides that such
        Person (an “Advancing Person”) may fund Advances and/or Servicing Advances to
        the Trust Fund under this Agreement, although no such facility shall reduce
        or
        otherwise affect the Servicer’s obligation to fund such Advances and/or
        Servicing Advances. If the Servicer enters into such an Advance Facility
        pursuant to this Section 3.28, upon reasonable request of the Advancing Person,
        the Trustee shall execute a letter of acknowledgment, confirming its receipt
        of
        notice of the existence of such Advance Facility. If the Trustee enters into
        such an Advance Facility pursuant to this Section 3.28, the Servicer shall
        also
        be a party to such Advance Facility. To the extent that an Advancing Person
        funds any Advance or any Servicing Advance and provides the Trustee with
        notice
        acknowledged by the Servicer that such Advancing Person is entitled to
        reimbursement, such Advancing Person shall be entitled to receive reimbursement
        pursuant to this Agreement for such amount to the extent provided in Section
        3.28(b). Such notice from the Advancing Person must specify the amount of
        the
        reimbursement, the Section of this Agreement that permits the applicable
        Advance
        or Servicing Advance to be reimbursed and the section(s) of the Advance Facility
        that entitle the Advancing Person to request reimbursement from the Trustee,
        rather than the Servicer, and include the Servicer’s acknowledgment thereto or
        proof of an Event of Default under the Advance Facility. The Trustee shall
        have
        no duty or liability with respect to any calculation of any reimbursement
        to be
        paid to an Advancing Person and shall be entitled to rely without independent
        investigation on the Advancing Person’s notice provided pursuant to this Section
        3.28. An Advancing Person whose obligations hereunder are limited to the
        funding
        of Advances and/or Servicing Advances shall not be required to meet the
        qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof
        and will not be deemed to be a Sub-Servicer under this Agreement.

       

      (b)  If
        an
        advancing facility is entered into, then the Servicer shall not be permitted
        to
        reimburse itself therefor under Section 3.11(a)(ii), Section 3.11(a)(iii)
        and
        Section 3.11(a)(vi) prior to the remittance to the Trust Fund, but instead
        the
        Servicer shall include such amounts in the applicable remittance to the Trustee
        made pursuant to Section 3.11(a). The Trustee is hereby authorized to pay
        to the
        Advancing Person, reimbursements for Advances and Servicing Advances from
        the
        Distribution Account to the same extent the Servicer would have been permitted
        to reimburse itself for such Advances and/or Servicing Advances in accordance
        with Section 3.11(a)(ii), Section 3.11(a)(iii) and Section 3.11(a)(vi), as
        the
        case may be, had the Servicer itself funded such Advance or Servicing Advance.
        The Trustee is hereby authorized to pay directly to the Advancing Person
        such
        portion of the Servicing Fee as the parties to any advancing facility agree
        in
        writing.

       

      (c)  All
        Advances and Servicing Advances made pursuant to the terms of this Agreement
        shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
        basis.

       

      Any
        amendment to this Section 3.28 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 3.28, including amendments to add provisions
        relating to a successor servicer, may be entered into by the Trustee and
        the
        Servicer without the consent of any Certificateholder, notwithstanding anything
        to the contrary in this Agreement.

       

      	SECTION
              3.29  	
              [Reserved].

            


       

      	SECTION
              3.30  	
              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, mail or electronic 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 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.

       

      ARTICLE
        IV

       

       FLOW
        OF
        FUNDS

       

      	SECTION
              4.01  	
              Distributions.

            


       

      (a)  On
        each
        Distribution Date, the Trustee shall pay the Credit Risk Manager Fee to the
        Credit Risk Manager and shall then 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)  concurrently,
        to the Holders of the Class A Certificates, on a pro
        rata basis
        based on the entitlement of each such Class, the Monthly Interest Distributable
        Amount and the Unpaid Interest Shortfall Amount, if any, for 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 and the Class M-9 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 (allocated among the Class A Certificates
        in
        the priority described below), until the Certificate Principal Balances thereof
        have 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 and the Class M-9 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 (allocated among the Class A Certificates
        in
        the priority described below), the Senior Principal Distribution Amount until
        the Certificate Principal Balances thereof have been reduced to
        zero;

       

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

       

      (iii)  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;

       

      (iv)  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;

       

      (v)  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;

       

      (vi)  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;

       

      (vii)  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;
        and

       

      (viii)  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.

       

      With
        respect to the Senior Certificates, all principal distributions will be
        allocated first, concurrently on a pro
        rata
        basis
        (based on (i) the Certificate Principal Balance of the Class A-1
        Certificates, on the one hand and (ii) the
        aggregate Certificate Principal Balance of the Class A-2A,
        Class A-2B, Class A-2C and Class A-2D Certificates, on the other hand) to
        (a) the Class A-1 Certificates until the Certificate Principal Balance
        thereof has been reduced to zero and (b) sequentially, to the Class A-2A,
        Class
        A-2B, Class A-2C and Class A-2D Certificates, in that order, until their
        respective Certificate Principal Balances have been reduced to zero;
        provided, however, on any distribution date on which the aggregate Certificate
        Principal Balance of the Subordinate Certificates has been reduced to zero,
        all
        principal distributions will be distributed concurrently, to the holders
        of the
        Senior Certificates, on a pro
        rata
        basis
        based on the Certificate Principal Balance of each such class.

       

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

       

      (i)  to
        the
        Holders of the Class or Classes of Certificates then entitled to receive
        distributions in respect of principal, in an amount equal to any Extra Principal
        Distribution Amount, 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 and the Class M-9 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 Offered Certificates which exceed the amounts,
        if any,
        received under the Basis Risk Cap Agreement;

       

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

       

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

       

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

       

      (vii)  any
        remaining amounts to the Holders of the Residual Certificates (in respect
        of the
        Class R-4 Interest).

       

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

       

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

       

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

       

      (iii)  concurrently,
        to each Class of Class A Certificates, the related Net WAC Rate Carryover
        Amount
        remaining undistributed pursuant to clause (i) above, on a pro
        rata
        basis
        based on such respective remaining Net WAC Rate Carryover Amounts;
        and

       

      (iv)  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
        and the
        Class M-9 Certificates, in that order, the related Net WAC Rate Carryover
        Amount
        remaining undistributed pursuant to clause (ii) above.

       

      (e)  In
        accordance with the first sentence of Section 4.10(b), On or before each
        Distribution Date, Net Swap Payments (whether payable to the Swap Provider
        or to
        the Supplemental Interest Trust Trustee), any Swap Termination Payment owed
        to
        the Swap Provider not resulting from a Swap Provider Trigger Event pursuant
        to
        the Interest Rate Swap Agreement and any Swap Termination Payments owed to
        the
        Supplemental Interest Trust Trustee will be deposited by the Supplemental
        Interest Trust Trustee into the Swap Account. On each Distribution Date,
        the
        Trustee shall withdraw from amounts on deposit in the Swap Account (other
        than
        amounts representing Swap Termination Payments received by the Supplemental
        Interest Trust Trustee or Net Swap Payments received by the Supplemental
        Interest Trust Trustee) prior to any distribution to any Certificates and
        pay 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
        and
        to the extent not paid by the Trustee (in its capacity as Supplemental Interest
        Trust Trustee) from any upfront payment received pursuant to any replacement
        interest rate swap agreement;

       

      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)  concurrently,
        to each Class of Class A Certificates, the related Monthly Interest
        Distributable Amount and Unpaid Interest Shortfall Amount remaining
        undistributed, on a pro
        rata
        basis
        based on such respective remaining Monthly Interest Distributable Amount
        and
        Unpaid Interest Shortfall Amount;

       

      (ii)  sequentially,
        to the Class M-1 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, in that order, the related Monthly
        Interest Distributable Amount and Unpaid Interest Shortfall Amount, to the
        extent remaining undistributed;

       

      (iii)  to
        the
        Holders of the Class or Classes of Certificates then entitled to receive
        distributions in respect of principal, in an amount equal to any Extra Principal
        Distribution Amount, distributable to such Holders as part of the Principal
        Distribution Amount;

       

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

       

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

       

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

       

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

       

      Notwithstanding
        any of the foregoing, the aggregate amount distributed under Section
        4.01(e)(iii) above on such Distribution Date, when added to the cumulative
        amount distributed under Section 4.01(e)(iii) above on all prior Distribution
        Dates, will not be permitted to exceed the cumulative amount of Realized
        Losses
        incurred on the Mortgage Loans since the Cut-off Date through the last day
        of
        the Prepayment Period (reduced by the aggregate amount of Subsequent Recoveries
        received since the Cut-off date through the last day of the Prepayment Period).
        Any amounts that would otherwise be distributable from the Supplemental Interest
        Trust on any Distribution Date under Section 4.01(e)(iii) above, but for
        the
        foregoing proviso, will be retained in the Supplemental Interest Trust and
        will
        be included in amounts available for distribution from the Supplemental Interest
        Trust on the next succeeding Distribution Date, subject to the foregoing
        proviso
        in the case of amounts to be distributed under Section 4.01(e) (iii)
        above.

       

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

       

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

       

      (ii)  sequentially,
        to the Class M-1 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, in that order, the related Monthly
        Interest Distributable Amount and Unpaid Interest Shortfall Amount, to the
        extent remaining undistributed;

       

      (iii)  to
        the
        Holders of the Class or Classes of Certificates then entitled to receive
        distributions in respect of principal, in an amount equal to any Extra Principal
        Distribution Amount, without taking into account amounts, if any, received
        under
        the Interest Rate Swap Agreement, distributable to such Holders as part of
        the
        Principal Distribution Amount;

       

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

       

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

       

      (vi)  sequentially,
        to the Class M-1 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, in that
        order, the related Net WAC Rate Carryover Amount, to the extent remaining
        undistributed; and

       

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

       

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

       

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

       

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

       

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

       

      (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  	
              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-WF2, Asset-Backed
        Certificates, Series 2006-WF2.” All amounts deposited in the Net WAC Rate
        Carryover Reserve Account shall be distributed to the Holders of the Offered
        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 Offered Certificates (after taking into account the remaining Initial
        Net
        WAC Rate Carryover Reserve Account Deposit), 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.
        In
        addition, any payments received by the Trustee under the Basis Risk Cap
        Agreement on each Distribution Date will be deposited into the Net WAC Rate
        Carryover Reserve Account. On each such Distribution Date, the Trustee shall
        hold all such amounts for the benefit of the Holders of the Offered
        Certificates, and will distribute such amounts to the Holders of the Offered
        Certificates in the amounts and priorities set forth in Section
        4.01(d).

       

      On
        each
        Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve
        Account (representing payments received by the Trustee under the Basis Risk
        Cap
        Agreement) after the payment of any Net WAC Rate Carryover Amounts on the
        Offered Certificates for such Distribution Date, shall be payable to the
        Trust
        as additional compensation. For so long as any Offered Certificates are
        beneficially owned by the Depositor or any of its Affiliates, the Depositor
        shall refund or cause such Affiliate to refund any amounts paid to it under
        the
        Basis Risk Cap Agreement to the Trustee who shall, pursuant to the terms
        of the
        Basis Risk Cap Agreement, return such amount to the counterparty
        thereunder.

       

      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 provided, that the Trustee shall not be required
        to
        prepare and file partnership tax returns in respect of such partnership unless
        it receives additional reasonable compensation (not to exceed $10,000 per
        year)
        for the preparation of such filings, written notification recognizing the
        creation of a partnership agreement or comparable documentation evidencing
        the
        partnership, if any. All amounts deposited into the Net WAC Rate Carryover
        Reserve Account (other than amounts received under the Basis Risk Cap Agreement)
        shall be treated as amounts distributed by REMIC 4 to the Holder of the Class
        C
        Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net
        WAC
        Rate Carryover Reserve Account will be an “outside reserve fund” within the
        meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination
        of the
        Trust, or the payment in full of the Offered 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 Offered
        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
        Offered 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
              4.03  	
              Statements.

            


       

      (a)  On
        each
        Distribution Date, based, as applicable, on information provided to the Trustee
        by the Servicer, the Trustee shall prepare and make available to each Holder
        of
        the Regular Certificates, the Credit Risk Manager, 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) using the OTS Method (as described below) (1) 30 to 59 days,
        (2) 60
        to 89 days and (3) 90 or more days, (B) as to which foreclosure proceedings
        have
        been commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3)
        90 or
        more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to
        89 days
        and (3) 90 or more days, in each case as of the Close of Business on the
        last
        day of the calendar month preceding such Distribution Date and (D) REO
        Properties, as well as the aggregate principal balance of Mortgage Loans
        that
        were liquidated and the net proceeds resulting therefrom;

       

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

       

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

       

      (xi)  the
        aggregate amount of Realized Losses incurred during the related Prepayment
        Period, which will include the aggregate amount of Subsequent Recoveries
        received during the related Prepayment Period and the aggregate amount of
        Realized Losses incurred since the Closing Date, which will include 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 Offered 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 Offered Certificates
        and
        the Class C Certificates for such Distribution Date and the Unpaid Interest
        Shortfall Amount, if any, with respect to the Offered 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 Offered 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 (including amounts received
        from the Supplemental Interest Trust Trustee under the Interest Rate Swap
        Agreement, from the Cap Trustee under the Interest Rate Cap Agreement and
        under
        the Basis Risk Cap Agreement);

       

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

       

      (xxi)  payments,
        if any, made under the Basis Risk Cap Agreement and the Interest Rate Cap
        Agreement and the amount distributed to the Offered Certificates from such
        payments;

       

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

       

      (xxiii)  the
        applicable Record Date, Accrual Period and any other applicable determination
        dates for calculating distributions for such Distribution Date; and

       

      (xxiv)  the
        amount of income and gain realized from the investment of funds deposited
        in the
        Distribution Account during the Float Period for such Distribution
        Date.

       

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

       

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

       

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

       

      (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)  On
        the
        3rd Business Day following each Determination Date, the Servicer shall furnish
        to the Trustee a monthly remittance advice (which together with any supplemental
        reports is known as the “Remittance Report”). Such Remittance Report shall be in
        a format mutually agreed to between the Servicer and the Trustee. The Trustee
        shall not be responsible to recompute, recalculate or verify any information
        provided to it by the Servicer.

       

      (b)  The
        amount of Advances to be made by the Servicer for any Distribution Date shall
        equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of
        Monthly Payments (net of the related Servicing Fee), due during the related
        Due
        Period in respect of the Mortgage Loans (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 3.24 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 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 3.25.

       

      On
        or
        before 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 4.04, 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 a certification of a Servicing Officer delivered
        to the Trustee (whereupon, upon receipt of such certification, the Trustee
        shall
        forward a copy of such certification to the Depositor, the Trustee and the
        Credit Risk Manager). Notwithstanding the foregoing, if following the
        application of Liquidation Proceeds on any Mortgage Loan that was the subject
        of
        a Final Recovery Determination, any Servicing Advance with respect to such
        Mortgage Loan shall remain unreimbursed to the Servicer, then without limiting
        the provisions of Section 3.11(a), a certification of a Servicing Officer
        regarding such Nonrecoverable Advance shall not be required to be delivered
        by
        the Servicer to the Trustee.

       

      (e)  In
        the
        event the Servicer fails to make any Advance required to be made by it pursuant
        to this Section 4.04 and such failure is not remedied within the applicable
        cure
        period pursuant to Section 7.01(a), then, pursuant to Section 7.01(a), the
        Servicer will be terminated, and, in accordance with Sections 7.01(a) and
        7.02,
        the Trustee (in its respective capacity as successor servicer) or another
        successor servicer shall be required to make such Advance on the Distribution
        Date with respect to which the Servicer was required to make such Advance,
        subject to the Trustee’s (or other successor servicer’s) determination of
        recoverability. The Trustee (or other successor servicer) shall not be required
        to make any Advance to cover any Relief Act Interest Shortfall on any Mortgage
        Loan. If the Trustee (or other successor servicer) is required to make any
        Advances, such advances may be made by it in the manner set forth under (b)
        above.

       

      	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. The Indenture Trustee shall have no liability with respect to any
        failure to properly file any Form 10-D resulting from or relating to the
        Depositor’s failure to timely comply with the provisions of this
        section.

       

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

       

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

       

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

       

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

       

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

       

      Prior
        to
        (x) March 15, 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 have no liability with respect to any
        failure to properly file any Form 10-K resulting from or relating to the
        Depositor’s failure to timely comply with the provisions of this
        section.

       

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

       

      (c)  (A)
        The
        Trustee shall indemnify and hold harmless the Depositor, the Servicer and
        their
        respective officers, directors and Affiliates from and against any losses,
        damages, penalties, fines, forfeitures, reasonable and necessary legal fees
        and
        related costs, judgments and other costs and expenses arising out of or based
        upon (i) a breach of the Trustee’s obligations under this Section 4.05 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.

       

      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-49-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-49-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-49-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 LTA1, REMIC 2 Regular Interest LTA2A, REMIC 2 Regular
        Interest LTA2B, REMIC 2 Regular Interest LTA2C, REMIC 2 Regular Interest
        LTA2D,
        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 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
        LTA1,
        REMIC 2 Regular Interest LTA2A, REMIC 2 Regular Interest LTA2B, REMIC 2 Regular
        Interest LTA2C, REMIC 2 Regular Interest LTA2D, 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 and REMIC 2
        Regular
        Interest LTM9, 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 LTA1, REMIC
        2
        Regular Interest LTA2A, REMIC 2 Regular Interest LTA2B, REMIC 2 Regular Interest
        LTA2C, REMIC 2 Regular Interest LTA2D, 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, 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 amounts
        received under the Interest Rate Cap Agreement; fourth, to the Class C
        Certificates, until the Certificate Principal Balance thereof has been reduced
        to zero; fifth, to the Class M-9 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero; sixth, to the Class M-8 Certificates,
        until the Certificate Principal Balance thereof has been reduced to zero;
        seventh, to the Class M-7 Certificates, until the Certificate Principal Balance
        thereof has been reduced to zero; eighth, to the Class M-6 Certificates,
        until
        the Certificate Principal Balance thereof has been reduced to zero; ninth,
        to
        the Class M-5 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero; tenth, to the Class M-4 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; eleventh,
        to the
        Class M-3 Certificates, until the Certificate Principal Balance thereof has
        been
        reduced to zero; twelfth, to the Class M-2 Certificates, until the Certificate
        Principal Balance thereof has been reduced to zero and thirteenth, 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 Class A Certificates or
        the
        Class P Certificates.

       

      (b)  With
        respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
        Loans shall be allocated 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-49-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 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; fourth,
        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; fifth, 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; sixth, 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; seventh,
        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; eighth, 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; ninth, 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; tenth,
        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 eleventh,
        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. 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-WF2, Asset-Backed Certificates, Series 2006-WF2.”
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)  Prior
        to
        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 6 Regular Interest SWAP IO to the extent of
        the
        amount distributable on REMIC 6 Regular Interest SWAP IO on such Distribution
        Date, and any remaining amount shall be deemed paid to the Swap Provider
        in
        respect of a Class IO Distribution Amount (as defined below).

       

      (c)  It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the Supplemental Interest Trust be disregarded
        as
        an entity separate from the Holder of the Class C Certificates unless and
        until
        the date when either (a) there is more than one Class C Certificateholder
        or (b)
        any Class of Certificates in addition to the Class C Certificates is
        recharacterized as an equity interest in the Supplemental Interest Trust
        for
        federal income tax purposes, in which case it is the intention of the parties
        hereto that, for federal and state income and state and local franchise tax
        purposes, the Supplemental Interest Trust be treated as a partnership, provided,
        that the Trustee shall not be required to prepare and file partnership tax
        returns in respect of such partnership unless it receives additional reasonable
        compensation (not to exceed $10,000 per year) for the preparation of such
        filings, written notification recognizing the creation of a partnership
        agreement or comparable documentation evidencing the partnership, if any.
        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 REMIC
        4 and
        as having been paid by such Holders pursuant to the notional principal contract.
        Thus, each Certificate (other than the Class P and Class R Certificates)
        shall
        be treated as representing not only ownership of Regular Interests in REMIC
        2,
        but also ownership of an interest in, and obligations with respect to, a
        notional principal contract.

       

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

       

      (g)  For
        federal tax return and information reporting, the right of the Holders of
        the
        Offered Certificates to receive payments from the Supplemental Interest Trust
        in
        respect of any Net WAC Cap Carry Forward Amounts may have more than a
de
        minimis
        value.

       

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

            


       

      For
        federal income tax purposes, each holder of an Offered 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 Offered Certificates
        as
        follows: each Offered Certificate will be treated as receiving their entire
        payment from REMIC 3 (regardless of any Swap Termination Payment or obligation
        under the Interest Rate Swap Agreement) and subsequently paying their portion
        of
        any Swap Termination Payment in respect of each such Class’ obligation under the
        Interest Rate Swap Agreement. In the event that any such Class is resecuritized
        in a REMIC, the obligation under the Interest Rate Swap Agreement to pay
        any
        such Swap Termination Payment (or any shortfall in 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 Offered Certificate. 

       

      The
        REMIC
        regular interest corresponding to an Offered 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 an Offered Certificate may exceed the actual amount of
        distributions on the Offered Certificate.

       

      	SECTION
              4.12  	
              Cap
                Account.

            


       

      (a)  No
        later
        than the Closing Date, the Trustee shall establish and maintain with itself,
        a
        separate, segregated trust account titled, “Cap Account, Deutsche Bank National
        Trust Company, as Cap Trustee, in trust for the registered Certificateholders
        of
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2.”
Such account shall be an Eligible Account and amounts therein shall be held
        uninvested.

       

      (b)  On
        each
        Distribution Date, pursuant to the Cap Allocation Agreement, the Cap Trustee,
        prior to any distribution to any Certificate, shall deposit into the Cap
        Account
        amounts received pursuant to the Interest Rate Cap Agreement for distribution
        in
        accordance with Section 4.01(f) above.

       

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

       

      (d)  By
        accepting a Class C Certificate, each Class C Certificateholder hereby agrees
        to
        direct the Trustee, and the Trustee is hereby directed, to deposit into the
        Cap
        Account the amounts described above on each Distribution Date.

       

      For
        federal income tax purposes, the right of the Offered Certificates to receive
        payments from the Cap Account may have more than a de
        minimis
        value.

       

      	SECTION
              4.13  	
              Collateral
                Accounts

            


       

      (a)  The
        Trustee is hereby directed to perform the obligations of the Custodian as
        defined under the Basis Risk Cap Credit Support Annex (the “Basis Risk Cap
        Custodian”). On or before the Closing Date, the Basis Risk Cap Custodian shall
        establish a Basis Risk Cap Collateral Account. The Basis Risk Cap Collateral
        Account shall be held in the name of the Basis Risk Cap Custodian in trust
        for
        the benefit of the Certificateholders. The Basis Risk Cap Collateral Account
        must be an Eligible Account and shall be titled “Basis Risk Cap Collateral
        Account, Deutsche Bank National Trust Company, as Basis Risk Cap Custodian
        for
        registered Certificateholders of Soundview Home Loan Trust 2006-WF2,
        Asset-Backed Certificates, Series 2006-WF2.”

       

      The
        Basis
        Risk Cap Custodian shall credit to the Basis Risk Cap Collateral Account
        all
        collateral (whether in the form of cash or securities) posted by the Basis
        Risk
        Cap Provider to secure the obligations of the Basis Risk Cap Provider in
        accordance with the terms of the Basis Risk Cap Agreement. Except for investment
        earnings, the Basis Risk Cap Provider shall not have any legal, equitable
        or
        beneficial interest in the Basis Risk Cap Collateral Account other than in
        accordance with this Agreement, the Basis Risk Cap Agreement and applicable
        law.
        The Basis Risk Cap Custodian shall maintain and apply all collateral and
        earnings thereon on deposit in the Basis Risk Cap Collateral Account in
        accordance with the Basis Risk Cap Credit Support Annex.

       

      Cash
        collateral posted by the Basis Risk Cap Provider in accordance with the Basis
        Risk Cap Credit Support Annex shall be invested at the direction of the Basis
        Risk Cap Provider in Permitted Investments that mature no later than the
        Business Day prior to the next succeeding Distribution Date. All amounts
        earned
        on amounts on deposit in the Basis Risk Cap Collateral Account (whether cash
        collateral or securities) shall be taxable to the Basis Risk Cap
        Provider.

       

      Upon
        the
        occurrence of an Event of Default, a Termination Event, or an Additional
        Termination Event (each as defined in the Basis Risk Cap Agreement), amounts
        in
        the Basis Risk Cap Collateral Account shall be withdrawn by the Basis Risk
        Cap
        Custodian and applied to the payment of any termination payment due to Party
        B
        (as defined in the Basis Risk Cap Agreement) in accordance with the Basis
        Risk
        Cap Credit Support Annex. Any excess amounts held in such Basis Risk Cap
        Collateral Account after payment of all amounts owing to Party B under the
        Basis
        Risk Cap Agreement shall be withdrawn from the Basis Risk Cap Collateral
        Account
        and paid to the Basis Risk Cap Provider in accordance with the Basis Risk
        Cap
        Credit Support Annex.

       

      (b)  The
        Trustee (in its capacity as Cap Trustee) is hereby directed to perform the
        obligations of the Custodian as defined under the Interest Rate Cap Credit
        Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing
        Date, the Interest Rate Cap Custodian shall establish a Interest Rate Cap
        Collateral Account. The Interest Rate Cap Collateral Account shall be held
        in
        the name of the Interest Rate Cap Custodian in trust for the benefit of the
        Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible
        Account and shall be titled “Interest Rate Cap Collateral Account, Deutsche Bank
        National Trust Company, as Interest Rate Cap Custodian for registered
        Certificateholders of Soundview Home Loan Trust 2006-WF2, Asset-Backed
        Certificates, Series 2006-WF2.”

       

      The
        Interest Rate Cap Custodian shall credit to the Interest Rate Cap Collateral
        Account all collateral (whether in the form of cash or securities) posted
        by the
        Interest Rate Cap Provider to secure the obligations of the Interest Rate
        Cap
        Provider in accordance with the terms of the Interest Rate Cap Agreement.
        Except
        for investment earnings, the Interest Rate Cap Provider shall not have any
        legal, equitable or beneficial interest in the Interest Rate Cap Collateral
        Account other than in accordance with this Agreement, the Interest Rate Cap
        Agreement and applicable law. The Interest Rate Cap Custodian shall maintain
        and
        apply all collateral and earnings thereon on deposit in the Interest Rate
        Cap
        Collateral Account in accordance with Interest Rate Cap Credit Support
        Annex.

       

      Cash
        collateral posted by the Interest Rate Cap Provider in accordance with the
        Interest Rate Cap Credit Support Annex shall be invested at the direction
        of the
        Interest Rate Cap Provider in Permitted Investments that mature no later
        than
        the Business Day prior to the next succeeding Distribution Date. All amounts
        earned on amounts on deposit in the Interest Rate Cap Collateral Account
        (whether cash collateral or securities) shall be taxable to the Interest
        Rate
        Cap Provider.

       

      Upon
        the
        occurrence of an Event of Default, a Termination Event, or an Additional
        Termination Event (each as defined in the Interest Rate Cap Agreement), amounts
        in the Interest Rate Cap Collateral Account shall be withdrawn by the Interest
        Rate Cap Custodian and applied to the payment of any termination payment
        due to
        Party B (as defined in the Interest Rate Cap Agreement) in accordance with
        the
        Interest Rate Cap Credit Support Annex. Any excess amounts held in such Interest
        Rate Cap Collateral Account after payment of all amounts owing to Party B
        under
        the Interest Rate Cap Agreement shall be withdrawn from the Interest Rate
        Cap
        Collateral Account and paid to the Interest Rate Cap Provider in accordance
        with
        the Interest Rate Cap Credit Support Annex.

       

      (c)  The
        Trustee (in its capacity as Supplemental Interest Trust Trustee) is hereby
        directed to perform the obligations of the Custodian as defined under the
        Swap
        Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the
        Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral
        Account shall be held in the name of the Swap Custodian in trust for the
        benefit
        of the Certificateholders. The Swap Collateral Account must be an Eligible
        Account and shall be titled “Swap Collateral Account, Deutsche Bank National
        Trust Company, as Swap Custodian for registered Certificateholders of Soundview
        Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series
        2006-WF2.”

       

      The
        Swap
        Custodian shall credit to Swap Collateral Account all collateral (whether
        in the
        form of cash or securities) posted by the Swap Provider to secure the
        obligations of the Swap Provider in accordance with the terms of the Interest
        Rate Swap Agreement. Except for investment earnings, the Swap Provider shall
        not
        have any legal, equitable or beneficial interest in the Swap Collateral Account
        other than in accordance with this Agreement, the Interest Rate Swap Agreement
        and applicable law. The Swap Custodian shall maintain and apply all collateral
        and earnings thereon on deposit in the Swap Collateral Account in accordance
        with Swap Credit Support Annex.

       

      Cash
        collateral posted by the Swap Provider in accordance with the Swap Credit
        Support Annex shall be invested at the direction of the Swap Provider in
        Permitted Investments that mature no later than the Business Day prior to
        the
        next succeeding Distribution Date. All amounts earned on amounts on deposit
        in
        the Swap Collateral Account (whether cash collateral or securities) shall
        be
        taxable to the Swap Provider.

       

      Upon
        the
        occurrence of an Event of Default, a Termination Event, or an Additional
        Termination Event (each as defined in the Interest Rate Swap Agreement),
        amounts
        in the Swap Collateral Account shall be withdrawn by the Swap Custodian and
        applied to the payment of any termination payment due to Party B (as defined
        in
        the Interest Rate Swap Agreement) in accordance with the Swap Credit Support
        Annex. Any excess amounts held in such Swap Collateral Account after payment
        of
        all amounts owing to Party B under the Interest Rate Swap Agreement shall
        be
        withdrawn from the Swap Collateral Account and paid to the Swap Provider
        in
        accordance with the Swap Credit Support Annex.

       

      	SECTION
              4.14  	
              Rights
                and Obligations Under the Basis Risk Cap Agreement, the Interest
                Rate Cap
                Agreement and the Interest Rate Swap
                Agreement.

            


       

      (a)  In
        the
        event that the Basis Risk Cap Provider fails to perform any of its obligations
        under the Basis Risk Cap Agreement (including, without limitation, its
        obligation to make any payment or transfer collateral), or breaches any of
        its
        representations and warranties thereunder, or in the event that any Event
        of
        Default, Termination Event, or Additional Termination Event (each as defined
        in
        the Basis Risk Cap Agreement) occurs with respect to the Basis Risk Cap
        Agreement, the Trustee shall, promptly following actual notice of such failure,
        breach or event, notify the Depositor and send any notices and make any demands,
        on behalf of the Trust, required to enforce the rights of the Trust under
        the
        Basis Risk Cap Agreement.

       

      In
        the
        event that the Basis Risk Cap Provider’s obligations are guaranteed by a third
        party under a guaranty relating to the Basis Risk Cap Agreement (such guaranty
        the “Guaranty” and such third party the “Guarantor”), then to the extent that
        the Basis Risk Cap Provider fails to make any payment by the close of business
        on the day it is required to make payment under the terms of the Basis Risk
        Cap
        Agreement, the Trustee shall, promptly following actual notice of the Basis
        Risk
        Cap Provider’s failure to pay, demand that the Guarantor make any and all
        payments then required to be made by the Guarantor pursuant to such Guaranty;
        provided, that the Trustee shall in no event be liable for any failure or
        delay
        in the performance by the Basis Risk Cap Provider or any Guarantor of its
        obligations hereunder or pursuant to the Basis Risk Cap Agreement and the
        Guaranty, nor for any special, indirect or consequential loss or damage of
        any
        kind whatsoever (including but not limited to lost profits) in connection
        therewith.

       

      Upon
        an
        early termination of the Basis Risk Cap Agreement other than in connection
        with
        the optional termination of the Trust, the Trustee on behalf of the Trust
        and in
        consultation with the Depositor will use reasonable efforts to appoint a
        successor basis risk cap provider to enter into a new basis risk cap agreement
        on terms substantially similar to the Basis Risk Cap Agreement, with a successor
        basis risk cap provider meeting all applicable eligibility requirements.
        If the
        Trustee receives a termination payment from the Basis Risk Cap Provider in
        connection with such early termination, the Trustee will apply such termination
        payment to any upfront payment required to appoint the successor basis risk
        cap
        provider. If the Trustee is required to pay a termination payment to the
        Basis
        Risk Cap Provider in connection with such early termination, the Trustee
        will
        apply any upfront payment received from the successor basis risk cap provider
        to
        pay such termination payment.

       

      If
        the
        Trustee is unable to appoint a successor basis risk cap provider within 30
        days
        of the early termination, then the Trustee will deposit any termination payment
        received from the original Basis Risk Cap Provider into a separate, non-interest
        bearing reserve account and will, on each subsequent Distribution Date, withdraw
        from the amount then remaining on deposit in such reserve account, an amount
        equal to the payment, if any, that would have been paid to the Trustee by
        the
        original Basis Risk Cap Provider calculated in accordance with the terms
        of the
        original Basis Risk Cap Agreement, and distribute such amount in accordance
        with
        the terms of Section 4.01(d).

       

      Upon
        an
        early termination of the Basis Risk Cap Agreement in connection with the
        optional termination of the Trust, if the Trustee receives a termination
        payment
        from the Basis Risk Cap Provider, such termination payment will be distributed
        in accordance with Section 4.01(d).

       

      (b)  In
        the
        event that the Interest Rate Cap Provider fails to perform any of its
        obligations under the Interest Rate Cap Agreement (including, without
        limitation, its obligation to make any payment or transfer collateral), or
        breaches any of its representations and warranties thereunder, or in the
        event
        that any Event of Default, Termination Event, or Additional Termination Event
        (each as defined in the Interest Rate Cap Agreement) occurs with respect
        to the
        Interest Rate Cap Agreement, the Trustee (in its capacity as Cap Trustee)
        shall,
        promptly following actual notice of such failure, breach or event, notify
        the
        Depositor and send any notices and make any demands, on behalf of the Cap
        Trust,
        required to enforce the rights of the Cap Trust under the Interest Rate Cap
        Agreement.

       

      In
        the
        event that the Interest Rate Cap Provider’s obligations are guaranteed by a
        third party under a guaranty relating to the Interest Rate Cap Agreement
        (such
        guaranty the “Guaranty” and such third party the “Guarantor”), then to the
        extent that the Interest Rate Cap Provider fails to make any payment by the
        close of business on the day it is required to make payment under the terms
        of
        the Interest Rate Cap Agreement, the Trustee (in its capacity as Cap Trustee)
        shall, promptly following actual notice of the Interest Rate Cap Provider’s
        failure to pay, demand that the Guarantor make any and all payments then
        required to be made by the Guarantor pursuant to such Guaranty; provided,
        that
        the Trustee (in its capacity as Cap Trustee) shall in no event be liable
        for any
        failure or delay in the performance by the Interest Rate Cap Provider or
        any
        Guarantor of its obligations hereunder or pursuant to the Interest Rate Cap
        Agreement and the Guaranty, nor for any special, indirect or consequential
        loss
        or damage of any kind whatsoever (including but not limited to lost profits)
        in
        connection therewith.

       

      Upon
        an
        early termination of the Interest Rate Cap Agreement other than in connection
        with the optional termination of the Trust, the Trustee (in its capacity
        as Cap
        Trustee and on behalf of the Trust and in consultation with the Depositor)
        will
        use reasonable efforts to appoint a successor interest rate cap provider
        to
        enter into a new interest rate cap agreement on terms substantially similar
        to
        the Interest Rate Cap Agreement, with a successor interest rate cap provider
        meeting all applicable eligibility requirements. If the Trustee (in its capacity
        as Cap Trustee) receives a termination payment from the Interest Rate Cap
        Provider in connection with such early termination, the Trustee (in its capacity
        as Cap Trustee) will apply such termination payment to any upfront payment
        required to appoint the successor interest rate cap provider. If the Trustee
        (in
        its capacity as Cap Trustee) is required to pay a termination payment to
        the
        Interest Rate Cap Provider in connection with such early termination, the
        Trustee (in its capacity as Cap Trustee) will apply any upfront payment received
        from the successor interest rate cap provider to pay such termination
        payment.

       

      If
        the
        Trustee (in its capacity as Cap Trustee) is unable to appoint a successor
        interest rate cap provider within 30 days of the early termination, then
        the
        Trustee (in its capacity as Cap Trustee) will deposit any termination payment
        received from the original Interest Rate Cap Provider into a separate,
        non-interest bearing reserve account and will, on each subsequent Distribution
        Date, withdraw from the amount then remaining on deposit in such reserve
        account
        an amount equal to the payment, if any, that would have been paid to the
        Trustee
        (in its capacity as Cap Trustee) by the original Interest Rate Cap Provider
        calculated in accordance with the terms of the original Interest Rate Cap
        Agreement, and distribute such amount in accordance with the terms of Section
        4.01(g).

       

      (c)  Upon
        an
        early termination of the Interest Rate Cap Agreement in connection with the
        optional termination of the Trust, if the Trustee (in its capacity as Cap
        Trustee) receives a termination payment from the Interest Rate Cap Provider,
        such termination payment will be distributed in accordance with Section
        4.01(g).

       

      (d)  In
        the
        event that the Swap Provider fails to perform any of its obligations under
        the
        Interest Rate Swap Agreement (including, without limitation, its obligation
        to
        make any payment or transfer collateral), or breaches any of its representations
        and warranties thereunder, or in the event that any Event of Default,
        Termination Event, or Additional Termination Event (each as defined in the
        Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap
        Agreement, the Trustee (in its capacity as Supplemental Interest Trust Trustee)
        shall, promptly following actual notice of such failure, breach or event,
        notify
        the Depositor and send any notices and make any demands, on behalf of the
        Supplemental Interest Trust, required to enforce the rights of the Supplemental
        Interest Trust under the Interest Rate Swap Agreement.

       

      In
        the
        event that the Swap Provider’s obligations are guaranteed by a third party under
        a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
        “Guaranty” and such third party the “Guarantor”), then to the extent that the
        Swap Provider fails to make any payment by the close of business on the day
        it
        is required to make payment under the terms of the Interest Rate Swap Agreement,
        the Trustee (in its capacity as Supplemental Interest Trust Trustee) shall,
        promptly following actual notice of the Swap Provider’s failure to pay, demand
        that the Guarantor make any and all payments then required to be made by
        the
        Guarantor pursuant to such Guaranty; provided, that the Trustee (in its capacity
        as Supplemental Interest Trust Trustee) shall in no event be liable for any
        failure or delay in the performance by the Swap Provider or any Guarantor
        of its
        obligations hereunder or pursuant to the Interest Rate Swap Agreement and
        the
        Guaranty, nor for any special, indirect or consequential loss or damage of
        any
        kind whatsoever (including but not limited to lost profits) in connection
        therewith.

       

      Upon
        an
        early termination of the Interest Rate Swap Agreement other than in connection
        with the optional termination of the Trust, the Trustee (in its capacity
        as
        Supplemental Interest Trust Trustee and on behalf of the Trust and in
        consultation with the Depositor) will use reasonable efforts to appoint a
        successor swap provider to enter into a new interest rate swap agreement
        on
        terms substantially similar to the Interest Rate Swap Agreement, with a
        successor swap provider meeting all applicable eligibility requirements.
        If the
        Trustee (in its capacity as Supplemental Interest Trust Trustee) receives
        a
        termination payment from the Swap Provider in connection with such early
        termination, the Trustee (in its capacity as Supplemental Interest Trust
        Trustee) will apply such termination payment to any upfront payment required
        to
        appoint the successor swap provider. If the Trustee (in its capacity as
        Supplemental Interest Trust Trustee) is required to pay a termination payment
        to
        the Swap Provider in connection with such early termination, the Trustee
        (in its
        capacity as Supplemental Interest Trust Trustee) will apply any upfront payment
        received from the successor swap provider to pay such termination
        payment.

       

      If
        the
        Trustee (in its capacity as Supplemental Interest Trust Trustee) is unable
        to
        appoint a successor swap provider within 30 days of the early termination,
        then
        the Trustee (in its capacity as Supplemental Interest Trust Trustee) will
        deposit any termination payment received from the original Swap Provider
        into a
        separate, non-interest bearing reserve account and will, on each subsequent
        Distribution Date, withdraw from the amount then remaining on deposit in
        such
        reserve account an amount equal to the Net Swap Payment, if any, that would
        have
        been paid to the Trustee (in its capacity as Supplemental Interest Trust
        Trustee) 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 of Section 4.01(f).

       

      Upon
        an
        early termination of the Interest Rate Swap Agreement in connection with
        the
        optional termination of the Trust, if the Trustee (in its capacity as
        Supplemental Interest Trust Trustee) receives a termination payment from
        the
        Swap Provider, such termination payment will be distributed in accordance
        with
        Section 4.01(f).

       

      ARTICLE
        V

       

       THE
        CERTIFICATES

       

      	SECTION
              5.01  	
              The
                Certificates.

            


       

      Each
        of
        the Offered 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 Offered 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 Offered Certificates
        must be purchased in minimum total investments of $100,000 per Class, except
        that one Certificate of each such Class of Certificates may be in a different
        denomination so that the sum of the denominations of all outstanding
        Certificates of such Class shall equal the Certificate Principal Balance
        of such
        Class on the Closing Date. The Class 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 Offered Certificates shall be Book-Entry
        Certificates. The other Classes of Certificates shall not be Book-Entry
        Certificates.

       

      	SECTION
              5.02  	
              Registration
                of Transfer and Exchange of Certificates.

            


       

      (a)  The
        Certificate Registrar shall cause to be kept at the Corporate Trust Office
        a
        Certificate Register in which, subject to such reasonable regulations as
        it may
        prescribe, the Certificate Registrar shall provide for the registration of
        Certificates and of transfers and exchanges of Certificates as herein provided.
        The Trustee shall initially serve as Certificate Registrar for the purpose
        of
        registering Certificates and transfers and exchanges of Certificates as herein
        provided.

       

      Upon
        surrender for registration of transfer of any Certificate at any office or
        agency of the Certificate Registrar maintained for such purpose pursuant
        to the
        foregoing paragraph which office shall initially be the offices designated
        by
        the Trustee and, in the case of a Residual Certificate, upon satisfaction
        of the
        conditions set forth below, the Trustee on behalf of the Trust shall execute,
        authenticate and deliver, in the name of the designated transferee or
        transferees, one or more new Certificates of the same aggregate Percentage
        Interest.

       

      At
        the
        option of the Certificateholders, Certificates may be exchanged for other
        Certificates in authorized denominations and the same aggregate Percentage
        Interests, upon surrender of the Certificates to be exchanged at any such
        office
        or agency. Whenever any Certificates are so surrendered for exchange, the
        Trustee shall execute on behalf of the Trust and authenticate and deliver
        the
        Certificates which the Certificateholder making the exchange is entitled
        to
        receive. Every Certificate presented or surrendered for registration of transfer
        or exchange shall (if so required by the Trustee or the Certificate Registrar)
        be duly endorsed by, or be accompanied by a written instrument of transfer
        satisfactory to the Trustee and the Certificate Registrar duly executed by,
        the
        Holder thereof or his attorney duly authorized in writing. In addition, (i)
        with
        respect to each Class R Certificate, the holder thereof may exchange, in
        the
        manner described above, such Class R Certificate for three separate
        certificates, each representing such holder’s respective Percentage Interest in
        the Class R-1 Interest, the Class R-2 Interest and the Class R-3 Interest
        that
        was evidenced by the Class R Certificate being exchanged and (ii) with respect
        to each Class R-X Certificate, the holder thereof may exchange, in the manner
        described above, such Class R-X Certificate for three separate certificates,
        each representing such holder’s respective Percentage Interest in the Class R-4
        Interest, the Class R-5 Interest and the Class R-6 Interest that was evidenced
        by the Class R-X Certificate being exchanged.

       

      (b)  Except
        as
        provided in paragraph (c) below, the Book-Entry Certificates shall at all
        times
        remain registered in the name of the Depository or its nominee and at all
        times:
        (i) registration of such Certificates may not be transferred by the Trustee
        except to another Depository; (ii) the Depository shall maintain book-entry
        records with respect to the Certificate Owners and with respect to ownership
        and
        transfers of such Certificates; (iii) ownership and transfers of registration
        of
        such Certificates on the books of the Depository shall be governed by applicable
        rules established by the Depository; (iv) the Depository may collect its
        usual
        and customary fees, charges and expenses from its Depository Participants;
        (v)
        the Trustee and the Depositor may 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 C Certificate, Class
        P
        Certificate or Residual Certificate (the “Private Certificates”) shall be made
        unless such disposition is exempt from the registration requirements of the
        Securities Act, and any applicable state securities laws or is made in
        accordance with the Securities 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
        Securities 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 Securities Act or is being made pursuant to the
        Securities 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
        Securities 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 Securities Act.

       

      No
        transfer of a Class C Certificate, Class P Certificate or Residual Certificate
        or any interest therein shall be made to any Plan, any Person acting, directly
        or indirectly, on behalf of any such Plan or any Person acquiring such
        Certificates with “Plan Assets” of a Plan within the meaning of the Department
        of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”), as
        certified by such transferee in the form of Exhibit M, unless the Trustee
        is
        provided with an Opinion of Counsel for the benefit of the Trustee, the
        Depositor 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 an Offered Certificate or any interest therein, shall be deemed to have
        represented, by virtue of its acquisition or holding of the Offered 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, in the case of an Offered
        Certificate.

       

      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) 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 PTCE
        95-60), and (iii) the conditions set forth in Sections I and III of PTCE
        95-60
        have been satisfied.

       

      If
        any
        Certificate or any interest therein is acquired or held in violation of the
        provisions of the three preceding paragraphs, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of that Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any such Certificate
        or interest therein was effected in violation of the provisions of the three
        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
        transfer of the Class C Certificates shall be made unless the transferee
        of such
        Certificates provides to the Trustee the appropriate tax certification form
        (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable
        (or any successor form thereto)), as a condition to such transfer and agrees
        to
        update such forms (i) upon expiration of any such form, (ii) as required
        under
        then applicable U.S. Treasury regulations and (iii) promptly upon learning
        that
        any IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable
        (or
        any successor form thereto), has become obsolete or incorrect. Upon receipt
        of
        any such tax certification form from a transferee of any Class C Certificate,
        the Trustee shall provide a copy of such tax certification form to the Basis
        Risk Cap Provider, the Supplemental Interest Trust Trustee and the Cap Trustee.
        The Supplemental Interest Trust Trustee shall provide a copy of any such
        tax
        certification form to the Swap Provider and the Cap Trustee shall provide
        a copy
        of any such tax certification form to the Interest Rate Cap
        Provider.

       

      Each
        Holder of a Class C Certificate and each transferee thereof shall be deemed
        to
        have consented to the Trustee, the Supplemental Interest Trustee and the
        Cap
        Trustee forwarding to the Basis Risk Cap Provider, the Swap Provider and
        the
        Interest Rate Cap Provider, respectively, any such tax certification form
        it has
        provided and updated in accordance with these transfer restrictions. Any
        purported sales or transfers of any Class C Certificate to a transferee which
        does not comply with these requirements shall be deemed null and void under
        this
        Agreement.

       

      The
        Trustee, the Supplemental Interest Trustee and the Cap Trustee shall not
        be
        liable for the content or truthfulness of any such tax certification provided
        to
        it. The Trustee, the Supplemental Interest Trustee and the Cap Trustee shall
        only be required to forward any tax certification received by it to the Basis
        Risk Cap Provider, the Swap Provider or the Interest Rate Cap Provider,
        respectively, at the last known address provided to it, and shall not be
        liable
        for the receipt of such tax certification by the Basis Risk Cap Provider,
        the
        Swap Provider or the Interest Rate Cap Provider, nor any failure of the Basis
        Risk Cap Provider, the Swap Provider or the Interest Rate Cap Provider to
        process such certification or to take any action as required under the Basis
        Risk Cap Agreement, the Interest Rate Swap Agreement or the Interest Rate
        Cap
        Agreement, respectively, or under applicable law. The Trustee, the Supplemental
        Interest Trustee and the Cap Trustee shall have no duty to take action to
        correct any misstatement or omission in any tax certification provided to
        it and
        forwarded to the Basis Risk Cap Provider, the Swap Provider or the Interest
        Rate
        Cap Provider, respectively.

       

      (f)  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 Depositor, the Trustee, the
        Certificate Registrar or any Paying Agent 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. 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.
        

       

      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 the 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 the 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. 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
        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 the 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  	
              Limitation
                on Resignation of the Servicer; Assignment of
                Servicing.

            


       

      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.

       

      	SECTION
              6.05  	
              Successor
                Servicer.

            


       

      In
        connection with the appointment of any successor Servicer or the assumption
        of
        the duties of the Servicer, the Depositor or the Trustee may make such
        arrangements for the compensation of such successor Servicer out of payments
        on
        the Mortgage Loans as the Depositor or the Trustee and such successor Servicer
        shall agree. If the successor Servicer does not agree that such market value
        is
        a fair price, such successor Servicer shall obtain two quotations of market
        value from third parties actively engaged in the servicing of single-family
        mortgage loans. Notwithstanding the foregoing, the compensation payable to
        a
        successor Servicer may not exceed the compensation which the Servicer would
        have
        been entitled to retain if the Servicer had continued to act as Servicer
        hereunder.

       

      	SECTION
              6.06  	
              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
              6.07  	
              [Reserved].

            


       

      	SECTION
              6.08  	
              Inspection.

            


       

      The
        Servicer, in its capacity as Servicer, shall afford the Depositor and 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.

       

      	SECTION
              6.09  	
              Duties
                of the Credit Risk Manager.

            


       

      The
        Certificateholders, by their purchase and acceptance of the Certificates,
        appoint Clayton Fixed Income Services Inc., formerly known as The Murrayhill
        Company, as Credit Risk Manager. For and on behalf of the Depositor, the
        Credit
        Risk Manager will provide reports and recommendations concerning certain
        delinquent and defaulted Mortgage Loans, and as to the collection of any
        Prepayment Charges with respect to the Mortgage Loans. Such reports and
        recommendations will be based upon information provided pursuant to Credit
        Risk
        Management Agreement to the Credit Risk Manager by the Servicer. The Credit
        Risk
        Manager shall look solely to the Servicer for all information and data
        (including loss and delinquency information and data) and loan level information
        and data relating to the servicing of the Mortgage Loans and the Trustee
        shall
        not have any obligation to provide any such information to the Credit Risk
        Manager and shall not otherwise have any responsibility under the Credit
        Risk
        Management Agreement.

       

      On
        or
        about the 15th calendar day of each month, the Credit Risk Manager shall
        have
        prepared and shall make available to the Depositor, the Trustee, the Swap
        Provider and each Certificateholder, the following reports:

       

      (i)  Watchlist
        Report: A listing of individual Mortgage Loans that are of concern to the
        Credit
        Risk Manager. Each Watchlist Report shall contain a listing of Mortgage Loans
        in
        any delinquency status, including current and paid-off loans, and may contain
        the comments of the Credit Risk Manager in its sole discretion. The Watchlist
        Report shall be presented in substantially the same format attached hereto
        as
        Exhibit R-1;

       

      (ii)  Loss
        Severity Report: A compilation and summary of all losses, indicating the
        loan
        loss severity for each Mortgage Pool. Each Loss Severity Report shall include
        detail of all losses reported by the Servicer as Realized Losses, except
        those
        for which the Servicer has not provided detail adequate for reporting purposes.
        The Loss Severity Report shall be presented in substantially the same format
        attached hereto as Exhibit R-2;

       

      (iii)  [Reserved];

       

      (iv)  Prepayment
        Report: A summary of Prepayment Charges assessed or waived by the Servicer.
        The
        Prepayment Report shall be presented in substantially the same format attached
        hereto as Exhibit R-4; and

       

      (v)  Analytics
        Report: Analytics Reports shall include statistical and/or graphical portrayals
        of (a) the delinquency trend, over time, of the Mortgage Loans; (b) the constant
        prepayment rate “CPR” experience of the Mortgage Loans; and (c) the Standard
        Default Assumption experience of the Mortgage Loans. The Analytics Report
        shall
        be presented in substantially the same format attached hereto as Exhibit
        R-5.

       

      The
        Credit Risk Manager shall make such reports and any additional information
        reasonably requested by the Depositor available each month to
        Certificateholders, the Trustee and the Rating Agencies via the Credit Risk
        Manager’s internet website. The Credit Risk Manager’s internet website shall
        initially be located at https://reports.clayton.com. The user name for access
        to
        the website shall be the Certificateholder’s e-mail address and the password
        shall be “Soundview 2006-WF2.” The Trustee shall not have any obligation to
        review such reports or otherwise monitor or supervise the activities of the
        Credit Risk Manager.

       

      The
        Credit Risk Manager has not and shall not engage any Subcontractor without
        (a)
        giving notice to the Sponsor, the Servicer and the Depositor and (b) requiring
        any such Subcontractor to provide to the Credit Risk Manager an assessment
        report as provided for in Section 3.21 above and an attestation report as
        provided in Section 3.21 above, which reports the Credit Risk Manager shall
        include in its assessment and attestation reports.

       

      	SECTION
              6.10  	
              Limitation
                Upon Liability of the Credit Risk
                Manager.

            


       

      Neither
        the Credit Risk Manager, nor any of its directors, officers, employees, or
        agents shall be under any liability to the Trustee, the Certificateholders,
        the
        Servicer or the Depositor for any action taken or for refraining from the
        taking
        of any action made in good faith pursuant to this Agreement, in reliance
        upon
        information provided by the Servicer under the Credit Risk Management Agreement,
        or for errors in judgment; provided, however, that this provision shall not
        protect the Credit Risk Manager or any such person against liability that
        would
        otherwise be imposed by reason of willful malfeasance or bad faith in its
        performance of its duties. The Credit Risk Manager and any director, officer,
        employee, or agent of the Credit Risk Manager may rely in good faith on any
        document of any kind prima facie properly executed and submitted by any Person
        respecting any matters arising hereunder, and may rely in good faith upon
        the
        accuracy of information furnished by the Servicer pursuant to the Credit
        Risk
        Management Agreement in the performance of its duties thereunder and
        hereunder.

       

      	SECTION
              6.11  	
              Removal
                of the Credit Risk Manager.

            


       

      The
        Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
        holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in
        the
        exercise of its or their sole discretion. The Certificateholders shall provide
        written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
        of such notice, the Trustee shall provide written notice to the Credit Risk
        Manager of its removal, which shall be effective upon receipt of such notice
        by
        the Credit Risk Manager. 

       

      ARTICLE
        VII

       

      DEFAULT

       

      	SECTION
              7.01  	
              Servicer
                Events of Termination.

            


       

      (a)  If
        any
        one of the following events (“Servicer Events of Termination”) shall occur and
        be continuing:

       

      (i)  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 two Business Days after the date upon which written
        notice (which shall also be provided via facsimile at the number listed in
        Section 11.05 of this Agreement) 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;

       

      then,
        and
        in each and every such case, so long as a Servicer Event of Termination shall
        not have been remedied within the applicable grace period, (x) with respect
        solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M.,
        New
        York time, on the Business Day immediately following the Servicer Remittance
        Date (provided the Trustee shall give the Servicer 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 (as
        successor servicer),
        or a
        successor servicer appointed in accordance with Section 7.02, shall make
        such
        Advance in accordance with Section 4.04 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 (as successor servicer) 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
                Servicer.

            


       

      (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
        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  	
              [Reserved].

            


       

      	SECTION
              7.04  	
              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
              7.05  	
              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
        (in the case of a Servicer Event of Termination) becomes aware of the occurrence
        of such an event, the Trustee shall transmit by mail to the Credit Risk Manager
        and all Certificateholders notice of such occurrence unless such default,
        Servicer Event of Termination shall have been waived or cured.

       

      	SECTION
              7.06  	
              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 it 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, 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 not be under any 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 the Servicer or any Sub-Servicer to act or perform any duties
        required of it as agent of the Trustee hereunder; or any action by the Trustee
        taken at the instruction of the Servicer (other than if the Trustee shall
        assume
        the duties of the Servicer pursuant to Section 7.02); provided, however,
        that
        the foregoing shall not relieve the Trustee of its obligation to perform
        its
        duties under this Agreement, including, without limitation, the Trustee’s duty
        to review the Mortgage Files pursuant to Section 2.01. The Trustee shall
        have no
        responsibility for filing any financing or continuation statement in any
        public
        office at any time or to otherwise perfect or maintain the perfection of
        any
        security interest or lien granted to it hereunder (unless the Trustee shall
        have
        become the successor Servicer).

       

      	SECTION
              8.04  	
              Trustee
                May Own Certificates.

            


       

      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Certificates with the same rights as it would have if it were not Trustee
        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, 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.

       

      	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 offices 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 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.

       

      Any
        Person appointed as successor trustee pursuant to this Agreement shall also
        be
        required to serve as successor successor supplemental interest trust trustee
        under the Interest Rate Swap Agreement and as successor cap trustee under
        the
        Interest Rate Cap Agreement.

       

      	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 this 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
        and REMIC 6, 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 upon reasonable
        additional compensation 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 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).

       

      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 December, 2036. Notwithstanding the foregoing, in no
        event
        shall the trust created hereby continue beyond the expiration of 21 years
        from
        the death of the last survivor of the descendants of Joseph P. Kennedy, the
        late
        ambassador of the United States to the Court of St. James’s, living on the date
        hereof.

       

      The
        Servicer (in such context, the “Terminator”), may, at its option, terminate this
        Agreement on any date on which the aggregate 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 as of 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 Offered 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.

       

      (b)  In
        connection with any termination pursuant to this Section 10.01: 

       

      (1)  At
        least
        twenty (20) days prior to the latest date on which notice of such optional
        termination is required to be mailed to the Certificateholders, the Terminator
        shall notify in writing (which may be done in electronic format) the Swap
        Provider and the Trustee of the final Distribution Date on which the Terminator
        intends to terminate the Trust Fund;

       

      (2)  No
        later
        than 4:00 pm (New York City time) four (4) Business Days prior to the final
        Distribution Date specified in the notices required pursuant to Section 10.01,
        the Swap Provider shall notify in writing (in accordance with the applicable
        provisions of the Interest Rate Swap Agreement) (which may be done in electronic
        format) and by phone, the Terminator and the Trustee of the amount of the
        Estimated Swap Termination Payment; and

       

      (3)  Three
        (3)
        Business Days prior to the final Distribution Date specified in the notices
        required pursuant to Sections 10.01, (x) the Terminator shall, no
        later than 1:00 pm (New
        York
        City time) on such day, deliver to the Trustee and the Trustee shall deposit
        funds in the Distribution Account in an amount equal to the sum of the
        Termination Price (which shall be based on the Estimated Swap Termination
        Payment), and (y) if the Trustee shall have receieved an Officer’s Certificate
        stating that all of the requirements for Optional Termination have been met,
        including without limitation the deposit required pursuant to the immediately
        preceding clause (x) as well as the requirements specified in Section 10.01,
        then the Trustee shall, on the same Business Day, provide written notice
        (which
        may be done in electronic format) to the Terminator and the Swap Provider
        (in
        accordanace with the applicable provision of the Interest Rate Swap Agreement)
        confirming (a) its receipt of the Termination Price (which shall be based
        on the
        Estimated Swap Termination Payment), and (b) that all other requirements
        specified in Section 10.01 have been met (the “Optional Termination Notice”).
        Upon the delivery of the Optional Termination Notice by the Trustee pursuant
        to
        the preceding sentence, (i) the optional termination shall become irrevocable,
        (ii) the notice to Certificateholders of such optional termination provided
        pursuant to Section 10.01 shall become unrescindable, (iii) the Swap Provider
        shall determine the Swap Termination Payment in accordance with the Interest
        Rate Swap Agreement (which shall not exceed the Estimated Swap Termination
        Payment), and (iv) the Swap Provider shall provide to the Trustee written
        notice
        of the amount of the Swap Termination Payment not later than two (2) Business
        Days prior to the final Distribution Date specified in the notices required
        pursuant to Sections 10.01.

       

      Upon
        a
        termination pursuant to this Section 10.01, the Trustee shall assign to the
        Terminator each of the representations and warranties made by the Originator
        and
        the Seller pursuant to the Master Agreement and the Assignment Agreement,
        without recourse, representation or warranty.

       

      In
        connection with any such purchase pursuant to this Section 10.01, 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.

       

      (c)  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.

       

      (d)  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.

       

      (e)  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 or electronic 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 parties to
        this
        Agreement shall enter into any amendment to this Agreement that could reasonably
        be expected to have a material adverse effect on the interests of the Swap
        Provider hereunder (excluding, for the avoidance of doubt, any amendment
        to this
        Agreement that is entered into solely for the purpose of appointing a successor
        servicer or trustee) without the prior written consent of the Swap Provider,
        which consent shall not be unreasonably withheld, conditioned or
        delayed.

       

      Promptly
        after the execution of any such amendment the Trustee shall furnish, at the
        expense of the Person that requested the amendment if such Person is the
        Servicer (but in no event at the expense of the Trustee), otherwise at the
        expense of the Trust, a copy of such amendment and the Opinion of Counsel
        referred to in the immediately preceding paragraph to the Servicer 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 the 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, 1 Home Campus, Des Moines, IA 50328-0001,
        Attention: John B. Brown, MAC X 2302-33, (telecopy number: (515) 324-3118),
        with
        a copy to General Counsel, 1 Home Campus, Des Moines, IA 50328-0001, MAC
        X
        2401-06T, (telecopy number: (515) 213-5192), or such other address or telecopy
        number as may hereafter be furnished to the Depositor and the Trustee in
        writing
        by the Servicer, (b) in the case of the Trustee, Deutsche Bank National Trust
        Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934,
        Attention: Trust Administration - Soundview 2006-WF2 (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, (c)
        in
        the case of the Credit Risk Manager, 1700 Lincoln Street, Suite 1600, Denver,
        Colorado 80203, Attention: General Counsel, or such other address or telecopy
        number as may hereafter be furnished to the Depositor, the Servicer, and
        the
        Trustee and (d) in the case of the Depositor, Financial Asset Securities
        Corp.,
        600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Legal, or such
        other address or telecopy number as may hereafter 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 Section 4.03 hereof
        and
        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 and (ii) Standard
        & Poor’s Rating Services, 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.

            


       

      Each
        of
        the Swap Provider and the Cap Provider shall be an express third party
        beneficiary of this Agreement as if a party hereto to the extent of Swap
        Provider's and Cap Provider's rights, respectively, as are explicitly specified
        herein.

       

      Other
        than as set forth above, 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, in each case as of the day and year first above
        written.

       

      
        	 	 	 	 	 	 	 	
                FINANCIAL
                  ASSET SECURITIES CORP.,

                as
                  Depositor

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Ara Balabanian

              
	 	 	 	 	 	 	 	
                Name:

              	
                Ara
                  Balabanian

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Servicer

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Bradley A. Davis

              
	 	 	 	 	 	 	 	
                Name:

              	
                Bradley
                  A. Davis

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                DEUTSCHE
                  BANK NATIONAL TRUST

                COMPANY,
                  as Trustee

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Ronaldo Reyes

              
	 	 	 	 	 	 	 	
                Name:

              	
                Ronaldo
                  Reyes

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	
                /s/
                  Barbara Campbell

              
	 	 	 	 	 	 	 	
                Name:

              	
                Barbara
                  Campbell

              
	 	 	 	 	 	 	 	
                Title:

              	
                Vice
                  President

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      For
        purposes of Sections 6.09, 6.10 and 6.11:

      CLAYTON
        FIXED INCOME SERVICES INC.

      


      
        	
                 

                By:

              	
                 

                /s/
                  Kevin J. Kanouff

              
	
                Name:

              	
                Kevin
                  J. Kanouff

              
	
                Title:

              	
                President
                  and General Counsel

              


      

      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                STATE
                  OF CONNECTICUT

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF FAIRFIELD

              	
                )

              	 


      

      


      On
        the
        _____ day of December 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, December 2006 before me, a notary public in and for said State,
        personally appeared ____________________________ known to me to be a
        ___________________________ of Wells Fargo Bank, N.A., a national banking
        association 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 ORANGE

              	
                )

              	 


      

      


      


       

      On
        the
        ____ day of December 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 national
        banking association that executed the within instrument, and also known to
        me to
        be the person who executed it on behalf of said association, and acknowledged
        to
        me that such corporation executed the within instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      
        	 	 
	 	
                Notary
                  Public

              


      

      




    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-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.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST AND THE CAP TRUST, ANY PERSON
      ACQUIRING A CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN
      SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              December
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              January
                25, 2007

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

            	
              :

            	
              $100,000,000.00

            
	
              Original
                Class Certificate Principal
                Balance of this Class

            	
              :

            	
              $100,000,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              83612M
                AA 5

            
	
              Class

            	
              :

            	
              A-1

            
	
              Assumed
                Maturity Date

            	
              :

            	
              December
                2036

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-WF2

    Asset-Backed
      Certificates,

    Series
      2006-WF2

    CLASS
      A-1

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first and
      second lien, fixed-rate and adjustable-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-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 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-1 Certificate (obtained by dividing the Denomination
      of this Class A-1 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of December 1, 2006 (the “Agreement”) among the Depositor,
      Wells Fargo Bank, N.A. 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-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 A-1 Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust and the Cap Trust, any person
      acquiring a Certificate shall be deemed to have made the representations in
      Section 5.02(d) of the Agreement.

    


    Reference
      is hereby made to the further provisions of this Class A-1 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class A-1 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      December __, 2006

     

    
      	
              SOUNDVIEW
                HOME LOAN TRUST 2006-WF2

               

            
	
              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-1Certificate]

     

    Soundview
      Home Loan Trust 2006-WF2

    Asset-Backed
      Certificates,

    SERIES
      2006-WF2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
      (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 aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in whole, from the Trust the Mortgage Loans at a purchase price determined
      as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in December 2036.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      ASSIGNMENT

       

      


       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      



      EXHIBIT
        A-2

       

      FORM
        OF
        CLASS A-2A 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.

       

      PRIOR
        TO
        THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST AND THE CAP TRUST, ANY
        PERSON
        ACQUIRING A CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
        IN
        SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $456,625,000.00

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $456,625,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AB 3

              
	
                Class

              	
                :

              	
                A-2A

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        A-2A

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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-2A 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-2A 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-2A Certificate (obtained by dividing the Denomination
        of this Class A-2A 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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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-2A 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-2A Certificate by virtue of the
        acceptance hereof assents and by which such Holder is bound.

       

      Prior
        to
        the termination of the Supplemental Interest Trust and the Cap Trust, any
        person
        acquiring a Certificate shall be deemed to have made the representations
        in
        Section 5.02(d) of the Agreement.

      


      Reference
        is hereby made to the further provisions of this Class A-2A 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-2A 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-2ACertificate]

       

      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      


       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


       


      EXHIBIT
        A-3

       

      FORM
        OF
        CLASS A-2B 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.

       

      PRIOR
        TO
        THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST AND THE CAP TRUST, ANY
        PERSON
        ACQUIRING A CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
        IN
        SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $178,992,000.00

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $178,992,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AC 1

              
	
                Class

              	
                :

              	
                A-2B

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        A-2B

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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-2B 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-2B 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-2B Certificate (obtained by dividing the Denomination
        of this Class A-2B 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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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-2B 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-2B Certificate by virtue of the
        acceptance hereof assents and by which such Holder is bound.

       

      Prior
        to
        the termination of the Supplemental Interest Trust and the Cap Trust, any
        person
        acquiring a Certificate shall be deemed to have made the representations
        in
        Section 5.02(d) of the Agreement.

      


      Reference
        is hereby made to the further provisions of this Class A-2B 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-2B 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-2BCertificate]

       

      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      


       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


       


      EXHIBIT
        A-4

       

      FORM
        OF
        CLASS A-2C 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.

       

      PRIOR
        TO
        THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST AND THE CAP TRUST, ANY
        PERSON
        ACQUIRING A CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
        IN
        SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $146,657,000.00

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $146,657,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AD 9

              
	
                Class

              	
                :

              	
                A-2C

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        A-2C

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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-2C 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-2C 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-2C Certificate (obtained by dividing the Denomination
        of this Class A-2C 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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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-2C 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-2C Certificate by virtue of the
        acceptance hereof assents and by which such Holder is bound.

       

      Prior
        to
        the termination of the Supplemental Interest Trust and the Cap Trust, any
        person
        acquiring a Certificate shall be deemed to have made the representations
        in
        Section 5.02(d) of the Agreement.

      


      Reference
        is hereby made to the further provisions of this Class A-2C 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-2C 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-2C Certificate]

       

      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      


       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


       


      EXHIBIT
        A-5

       

      FORM
        OF
        CLASS A-2D 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.

       

      PRIOR
        TO
        THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST AND THE CAP TRUST, ANY
        PERSON
        ACQUIRING A CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
        IN
        SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $55,637,000.00

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $55,637,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AE 7

              
	
                Class

              	
                :

              	
                A-2D

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        A-2D

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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-2D 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-2D 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-2D Certificate (obtained by dividing the Denomination
        of this Class A-2D 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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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-2D 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-2D Certificate by virtue of the
        acceptance hereof assents and by which such Holder is bound.

       

      Prior
        to
        the termination of the Supplemental Interest Trust and the Cap Trust, any
        person
        acquiring a Certificate shall be deemed to have made the representations
        in
        Section 5.02(d) of the Agreement.

      


      Reference
        is hereby made to the further provisions of this Class A-2D 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-2D 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-2C Certificate]

       

      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      


       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      


       


      EXHIBIT
        A-6

       

      FORM
        OF
        CLASS M-1 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 SENIOR CERTIFICATES TO THE EXTENT DESCRIBED
        IN
        THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

       

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $60,041,000.00

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $60,041,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AF 4

              
	
                Class

              	
                :

              	
                M-1

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-1

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:

       

      
        	 


      

      


       

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


      


      



      EXHIBIT
        A-7

       

      FORM
        OF
        CLASS M-2 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 SENIOR CERTIFICATES AND CLASS M-1 CERTIFICATES
        TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
        HEREIN.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $52,457,000.00

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $52,457,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

              
	
                CUSIP

              	
                :

              	
                83612M
                  AG 2

              
	
                Class

              	
                :

              	
                M-2

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-2

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      



      EXHIBIT
        A-8

       

      FORM
        OF
        CLASS M-3 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 SENIOR CERTIFICATES, CLASS M-1 CERTIFICATES
        AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
        SERVICING AGREEMENT REFERRED TO HEREIN.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $51,193,000.00

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $51,193,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

              
	
                CUSIP

              	
                :

              	
                83612M
                  AH 0

              
	
                Class

              	
                :

              	
                M-3

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-3

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

       

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      EXHIBIT
        A-9

       

      FORM
        OF
        CLASS M-4 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 SENIOR 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.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $44,241,000.00

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $44,241,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AJ 6

              
	
                Class

              	
                :

              	
                M-4

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-4

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

       

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      EXHIBIT
        A-10

       

      FORM
        OF
        CLASS M-5 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 SENIOR 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.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $22,121,000.00

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $22,121,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AK 3

              
	
                Class

              	
                :

              	
                M-5

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-5

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

       

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      EXHIBIT
        A-11

       

      FORM
        OF
        CLASS M-6 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 SENIOR 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.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $20,856,000.00

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $20,856,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

              
	
                CUSIP

              	
                :

              	
                83612M
                  AL 1

              
	
                Class

              	
                :

              	
                M-6

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-6

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

       

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


      



      EXHIBIT
        A-12

       

      FORM
        OF
        CLASS M-7 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 SENIOR 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.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $18,960,000.00

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $18,960,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AM 9

              
	
                Class

              	
                :

              	
                M-7

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-7

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

       

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


      



      EXHIBIT
        A-13

       

      FORM
        OF
        CLASS M-8 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 SENIOR 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.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $12,008,000.00

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $12,008,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable
                  

              
	
                CUSIP

              	
                :

              	
                83612M
                  AN 7

              
	
                Class

              	
                :

              	
                M-8

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-8

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      
        	
                I
                  (We) further direct the Trustee to issue a new Certificate of a
                  like
                  denomination and Class, to the above named assignee and deliver
                  such
                  Certificate to the following address:

                 

              


      

       

       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      EXHIBIT
        A-14

       

      FORM
        OF
        CLASS M-9 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 SENIOR 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.

       

      ANY
        TRANSFEREE OF THIS CERTIFICATE THAT IS AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE
        REPRESENTATIONS IN SECTION 5.02(D) OF THE POOLING AND SERVICING
        AGREEMENT.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
        RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
        AS
        AMENDED (THE “CODE”).

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $12,640,000.00

              
	
                Original
                  Class Certificate Principal Balance of this Class

              	
                :

              	
                $12,640,000.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Pass-Through
                  Rate

              	
                :

              	
                Variable

              
	
                CUSIP

              	
                :

              	
                83612M
                  AP 2

              
	
                Class

              	
                :

              	
                M-9

              
	
                Assumed
                  Maturity Date

              	
                :

              	
                December
                  2036

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        M-9

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the Depositor,
        Wells Fargo Bank, N.A. 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.

       

      Any
        transferee of this Certificate that is a Plan subject to ERISA or Section
        4975
        of the Code, any Person acting, directly or indirectly, on behalf of any
        such
        Plan or any person using Plan Assets to acquire this Certificate shall be
        deemed
        to have made the representations in 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:

       

      
        	 	 


      

      


       

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      EXHIBIT
        A-15

       

      FORM
        OF
        CLASS 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 SENIOR 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

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

              
	
                Initial
                  Notional Amount of
                  this Certificate (“Denomination”)

              	
                :

              	
                $31,600,724.97

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $31,600,724.97

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                CUSIP

              	
                :

              	
                83612M
                  AQ 0

              
	
                Class

              	
                :

              	
                C

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        C

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the
        Depositor, Wells Fargo Bank, N.A. 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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, the Master Servicer, the Trustee 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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      EXHIBIT
        A-16

       

      FORM
        OF
        CLASS 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

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

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

              	
                :

              	
                $100.00

              
	
                Original
                  Class Certificate Principal
                  Balance of this Class

              	
                :

              	
                $100.00

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Class

              	
                :

              	
                P

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      CLASS
        P

       

      evidencing
        the Percentage Interest in the distributions allocable to the Certificates
        of
        the above-referenced Class with respect to the Trust consisting of first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006 (the “Agreement”) among the
        Depositor, Wells Fargo Bank, N.A. 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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, the Master Servicer, the Trustee 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 Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      



      EXHIBIT
        A-17

       

      FORM
        OF
        CLASS 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

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

              
	
                Percentage
                  Interest

              	
                :

              	
                100%

              
	
                Class

              	
                :

              	
                R

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      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 first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006
        (the
“Agreement”) among the Depositor, Wells Fargo Bank, N.A. 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2 Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


       

      



      EXHIBIT
        A-18

       

      FORM
        OF
        CLASS 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

              	
                :

              	
                December
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                January
                  25, 2007

              
	
                Percentage
                  Interest

              	
                :

              	
                100.00%

              
	
                Class

              	
                :

              	
                R-X

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Soundview
        Home Loan Trust 2006-WF2

      Asset-Backed
        Certificates,

      Series
        2006-WF2

      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 first
        and
        second lien, fixed-rate and adjustable-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 December 1, 2006
        (the
“Agreement”) among the Depositor, Wells Fargo Bank, N.A. 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 has caused this Certificate to be duly
        executed.

       

      Dated:
        December __, 2006

       

      
        	
                SOUNDVIEW
                  HOME LOAN TRUST 2006-WF2

                 

              
	
                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-WF2

      Asset-Backed
        Certificates,

      SERIES
        2006-WF2

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Soundview Home Loan Trust 2006-WF2, Asset-Backed Certificates, Series 2006-WF2
        (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 aggregate Stated Principal
        Balance of the Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
        in whole, from the Trust the Mortgage Loans at a purchase price determined
        as
        provided in the Agreement. In the event that no such optional termination
        occurs, the obligations and responsibilities created by the Agreement will
        terminate upon notice to the Trustee upon the earliest of (i) the Distribution
        Date on which the Certificate Principal Balances of the Regular Certificates
        have been reduced to zero, (ii) the final payment or other liquidation of
        the
        last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
        of
        the Mortgage Loans as described in the Agreement and (iv) the Distribution
        Date
        in December 2036.

       

      Capitalized
        terms used herein that are defined in the Agreement shall have the meanings
        ascribed to them in the Agreement, and nothing herein shall be deemed
        inconsistent with that meaning.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ASSIGNMENT

       

      
        	
                FOR
                  VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                  unto

              
	 	 
	 	 


      

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:

      
        	 	 


      

      


       

      Dated:_________________

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:

       

      
        	
                Distributions
                  shall be made, by wire transfer or otherwise, in immediately available
                  

              
	
                funds
                  to

              	 
	 
	
                for
                  the account of

              	 
	
                Account
                  number

              	 	
                or,
                  if mailed by check, to

              
	 
	
                Applicable
                  statements should be mailed to

              	 
	 
	 
	
                This
                  information is provided by

              	 
	
                Assignee
                  named above, or

              	 
	
                its
                  agent.

              	 


      

      


       

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


      


       


      EXHIBIT
        B

       

      [RESERVED]

       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      



      EXHIBIT
        C

       

      FORM
        OF
        ASSIGNMENT AND RECOGNITION AGREEMENT

       

      

        ASSIGNMENT
          AND RECOGNITION AGREEMENT

         

        THIS
          ASSIGNMENT AND RECOGNITION AGREEMENT, dated December 21, 2006, (“Agreement”)
          among
          Greenwich Capital Financial Products, Inc. (“Assignor”),
          Financial Asset Securities Corp. (“Assignee”)
          and
          Wells Fargo Bank, N.A. (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

         

        A.  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 on the schedule (the
          “Mortgage
          Loan Schedule”)
          attached hereto as Exhibit A (the “Mortgage
          Loans”)
          and
          (b) except as described below, that certain Seller’s Warranties and Servicing
          Agreement dated as of November 1, 2006 (the “Purchase Agreement”), between the
          Assignor, as purchaser (the “Purchaser”),
          and
          the Company, as seller and 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.

         

        The
          Assignor specifically reserves and does not assign to the Assignee hereunder
          any
          and all right, title and interest in, to and under 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

         

        1.  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-WF2 (the “Trust”)
          created pursuant to a Pooling and Servicing Agreement, dated as of December
          1,
          2006 (the “Pooling
          Agreement”),
          among
          the Assignee, the Company 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 Company 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 Company 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

         

        2.  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.

         

        3.  Pursuant
          to Article IX 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 3.02 (as set forth
          on
          Schedule I) of the Purchase Agreement were true and correct as of the Closing
          Date set forth in the Purchase Agreement, and that the representations
          and
          warranties set forth in Section 3.01 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. 

         

        In
          addition, the Company shall repurchase at the Purchase Price (as defined
          in the
          Purchase Agreement), all Mortgage Loans that fail to make the first scheduled
          monthly payment due to the Assignor within thirty (30) days of when such
          payment
          is due (an “FPD”). In the event an FPD occurs, the repurchase price shall be
          equal to (i) the product of the Purchase Price percentage or Adjusted Purchase
          percentage (each, as defined in the Commitment Letter (as defined in the
          Purchase Agreement) and the Stated Principal Balance of the related Mortgage
          Loan as of the date on which such repurchase is effective, plus (ii) interest
          on
          such Stated Principal Balance at the Mortgage Loan Remittance Rate (as
          defined
          in the Purchase Agreement) from the date on which interest has last been
          distributed to the Assignor through the last day of the month in which
          such
          repurchase is effective, less amounts received or advanced in respect of
          such
          repurchased Mortgage Loan which are being held in the Custodial Account
          (as
          defined in the Purchase Agreement) for distribution in the month or
          repurchase.

        


        Notwithstanding
          the foregoing set forth in the immediately preceding paragraph,
          the Assignor specifically reserves and does not assign to the Assignee
          any and all right, title and interest in, to and under the right to receive
          as
          part of the repurchase price for any such FPD the excess of the
          Purchase Price percentage or Adjusted Purchase percentage over
          100% multiplied by the unpaid Stated Principal Balance of such
          Mortgage Loan.

        


        4.  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 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) Information
          provided to the rating agencies, including the loan level detail, is true
          and
          correct according to the rating agency requirements. 

         

        Remedies
          for Breach of Representations and Warranties

         

        5.  The
          Company hereby acknowledges and agrees that the remedies available to the
          Assignor, the Assignee and the Trust (including the Trustee and the Company
          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 3.03 of the Purchase Agreement
          as if they were set forth herein (including without limitation the repurchase
          and indemnity obligations set forth therein).

         

        Miscellaneous

         

        6.  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.

         

        7.  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.

         

        8.  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 Company
          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.

         

        9.  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.

         

        10.  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.

         

        11.  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.

         

        12.  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:

                	 


        

        


        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A.

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  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.

        


        
          	 	
                  (a)

                	
                  Mortgage
                    Loans as Described.

                


        

        


        
          	 	 	
                  The
                    information set forth in the Mortgage Loan Schedule attached
                    hereto as
                    Exhibit A and the information contained on the Data File attached
                    hereto
                    as Exhibit D delivered to the Purchaser is true and
                    correct;

                


        

        


        
          	 	
                  (b)

                	
                  Payments
                    Current.

                


        

        


        All
          payments required to be made up to the Cut-off Date for the Mortgage Loan
          under
          the terms of the Mortgage Note have been made and credited. No payment
          under any
          Mortgage Loan has been thirty (30) days delinquent more than one (1) time
          within
          twelve (12) months prior to the Closing Date;

        


        
          	 	
                  (c)

                	
                  No
                    Outstanding Charges.

                


        

        


        
          	 	 	
                  There
                    are no defaults in complying with the terms of the Mortgages,
                    and all
                    taxes, governmental assessments, insurance premiums, leasehold
                    payments,
                    water, sewer and municipal charges, which previously became due
                    and owing
                    have been paid, or an escrow of funds has been established in
                    an amount
                    sufficient to pay for every such item which remains unpaid and
                    which has
                    been assessed but is not yet due and payable. The Company has
                    not advanced
                    funds, or induced, or solicited directly or indirectly, the payment
                    of any
                    amount required under the Mortgage Loan, except for interest
                    accruing from
                    the date of the Mortgage Note or date of disbursement of the
                    Mortgage Loan
                    proceeds, whichever is later, to the day which precedes by one
                    month the
                    Due Date of the first installment of principal and
                    interest;

                


        

        


        
          	 	
                  (d)

                	
                  Original
                    Terms Unmodified.

                


        

        


        
          	 	 	
                  The
                    terms of the Mortgage Note and Mortgage, and with respect to
                    each
                    Cooperative Loan, the related Pledge Agreement, Proprietary Lease
                    and
                    Pledge Instruments, have not been impaired, waived, altered or
                    modified in
                    any respect, except by a written instrument which has been recorded
                    or
                    registered with the MERS System if necessary, to protect the
                    interests of
                    the Purchaser and maintain the lien priority of the Mortgage
                    and which has
                    been delivered to the Custodian. The substance of any such waiver,
                    alteration or modification has been approved by the issuer of
                    any related
                    PMI Policy and the title insurer, to the extent required by the
                    policy,
                    and its terms are reflected on the Mortgage Loan Schedule. No
                    Mortgagor
                    has been released, in whole or in part, except in connection
                    with an
                    assumption agreement approved by the issuer of any related PMI
                    Policy and
                    the title insurer, to the extent required by the policy, and
                    which
                    assumption agreement is part of the Mortgage File delivered to
                    the
                    Custodian and the terms of which are reflected in the Mortgage
                    Loan
                    Schedule;

                


        

        


        
          	 	
                  (e)

                	
                  No
                    Defenses.

                


        

        


        
          	 	 	
                  The
                    Mortgage Loan is not subject to any right of rescission, set-off,
                    counterclaim or defense, including without limitation the defense
                    of
                    usury, nor will the operation of any of the terms of the Mortgage
                    Note or
                    the Mortgage, or the exercise of any right thereunder, render
                    either the
                    Mortgage Note or the Mortgage unenforceable, in whole or in part,
                    or
                    subject to any right of rescission, set-off, counterclaim or
                    defense,
                    including without limitation the defense of usury, and no such
                    right of
                    rescission, set-off, counterclaim or defense has been asserted
                    with
                    respect thereto;

                


        

        


        
          	 	
                  (f)

                	
                  No
                    Satisfaction of Mortgage.

                


        

        


        
          	 	 	
                  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, release, cancellation,
                    subordination or rescission;

                


        

        


        
          	 	
                  (g)

                	
                  Validity
                    of Mortgage Loan Documents.

                


        

        


        
          	 	 	
                  The
                    Mortgage Note and the Mortgage and related documents are genuine,
                    and each
                    is the legal, valid and binding obligation of the maker thereof
                    enforceable in accordance with its terms. 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;

                


        

        


        With
          respect to each Cooperative Loan, the Mortgage Note, the Mortgage, the
          Pledge
          Agreement, and related documents are genuine, and each is the legal, valid
          and
          binding obligation of the maker thereof enforceable in accordance with
          its
          terms. All parties to the Mortgage Note, the Mortgage, the Pledge Agreement,
          the
          Proprietary Lease, the Stock Power, Recognition Agreement and the Assignment
          of
          Proprietary Lease had legal capacity to enter into the Mortgage Loan and
          to
          execute and deliver such documents, and such documents have been duly and
          properly executed by such parties;

         

        (h)       
           No
          Fraud.

        


        
          	 	 	
                  No
                    error, omission, misrepresentation, negligence, fraud or similar
                    occurrence with respect to a Mortgage Loan has taken place on
                    the part of
                    the Company or the Mortgagor, or the appraiser, or to the best
                    of
                    Company’s knowledge, any builder, or any 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;

                


        

        


        
          	 	
                  (i)

                	
                  Compliance
                    with Applicable Laws.

                


        

        


        
          	 	 	
                  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 and privacy, equal credit opportunity,
                    disclosure or predatory and abusive lending laws applicable to
                    the
                    Mortgage Loan have been complied with. 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 and fire underwriting certificates, have been made
                    or obtained
                    from the appropriate authorities;

                


        

        


        
          	 	
                  (j)

                	
                  Location
                    and Type of Mortgaged Property.

                


        

        


        
          	 	 	
                  The
                    Mortgaged Property is located in the state identified in the
                    Mortgage Loan
                    Schedule and consists of a contiguous parcel of real property
                    with a
                    detached single family residence erected thereon, or a two- to
                    four-family
                    dwelling, or an individual condominium unit in a condominium
                    project, or a
                    Cooperative Apartment or an individual unit in a planned unit
                    development
                    or a townhouse, provided, however, that any condominium project
                    or planned
                    unit development, or mixed use property shall conform with the
                    applicable
                    Fannie Mae or Freddie Mac requirements, or the Underwriting Guidelines
                    regarding such dwellings, and no residence or dwelling is a mobile
                    home or
                    manufactured dwelling. As of the respective appraisal date for
                    each
                    Mortgaged Property, any Mortgaged Property being used for commercial
                    purposes conforms to the Underwriting Guidelines and, to the
                    best of the
                    Company’s knowledge, since the date of such appraisal, no portion of
                    the
                    Mortgaged Property was being used for commercial purposes outside
                    of the
                    Underwriting Guidelines;

                


        

        


        (k)       
           Valid
          First Lien.

        


        
          	 	 	
                  Each
                    First Lien Mortgage Loan is a valid, subsisting and enforceable
                    First Lien
                    on the Mortgaged Property, including all buildings on the Mortgaged
                    Property and all installations and mechanical, electrical, plumbing,
                    heating and air conditioning systems located in or annexed to
                    such
                    buildings, and all additions, alterations and replacements made
                    at any
                    time with respect to the foregoing. The lien of the Mortgage
                    is subject
                    only to:

                


        

        


        
          	 	
                  (1)

                	
                  the
                    lien of current real property taxes and assessments not yet due
                    and
                    payable;

                


        

        


        
          	 	
                  (2)

                	
                  covenants,
                    conditions and restrictions, rights of way, easements and other
                    matters of
                    the public record as of the date of recording 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 (i) referred to or otherwise considered in
                    the appraisal
                    made for the originator of the Mortgage Loan and (ii) which do
                    not
                    adversely affect the Appraised Value of the Mortgaged Property
                    set forth
                    in such appraisal; and

                


        

        


        
          	 	
                  (3)

                	
                  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 each First Lien Mortgage Loan establishes
                    and
                    creates a valid, subsisting and enforceable First Lien and first
                    priority
                    security interest on the property described therein and the Company
                    has
                    full right to sell and assign the same to the Purchaser;
                    

                


        

        


        With
          respect to each Cooperative Loan, each Pledge Agreement creates a valid,
          enforceable and subsisting first security interest in the Cooperative Shares
          and
          Proprietary Lease, subject only to (i) the lien of the related Cooperative
          for
          unpaid assessments representing the Mortgagor’s pro rata share of the
          Cooperative’s payments for its blanket mortgage, current and future real
          property taxes, insurance premiums, maintenance fees and other assessments
          to
          which like collateral is commonly subject and (ii) other matters to which
          like
          collateral is commonly subject which do not materially interfere with the
          benefits of the security intended to be provided by the Pledge Agreement;
          provided, however, that the appurtenant Proprietary Lease may be subordinated
          or
          otherwise subject to the lien of any mortgage on the Project;

         

        (l)        
           Full
          Disbursement of Proceeds.

        


        
          	 	 	
                  The
                    proceeds of the Mortgage Loan have been fully disbursed, except
                    for
                    escrows established or created due to seasonal weather conditions,
                    as
                    allowed under the Underwriting Guidelines, and there is no requirement
                    for
                    future advances thereunder. All costs, fees and expenses incurred
                    in
                    making or closing the Mortgage Loan and the recording of the
                    Mortgage were
                    paid, and the Mortgagor is not entitled to any refund of any
                    amounts paid
                    or due under the Mortgage Note or
                    Mortgage;

                


        

        


        
          	 	
                  (m)

                	
                  Consolidation
                    of Future Advances.

                


        

        


        
          	 	 	
                  Any
                    future advances made 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 reflected on the Mortgage Loan Schedule.
                    The
                    lien of the Mortgage securing the consolidated principal amount
                    is
                    expressly insured as having first lien priority (or second lien
                    priority
                    for each Mortgage Loan identified on the such Mortgage Loan Schedule
                    as
                    being a Second Lien Mortgage Loan) 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 or Freddie
                    Mac; the
                    consolidated principal amount does not exceed the original principal
                    amount of the Mortgage Loan; the Company shall not make future
                    advances
                    after the Cut-off Date;

                


        

        


        (n)       
           Ownership.

        


        
          	 	 	
                  The
                    Company is the sole owner of record and holder of the Mortgage
                    Loan and
                    the related Mortgage Note and the Mortgage are not assigned or
                    pledged,
                    and the Company has good and marketable title thereto and has
                    full right
                    and authority to transfer and sell the Mortgage Loan to the Purchaser.
                    The
                    Company is transferring the Mortgage Loan free and clear of any
                    and all
                    encumbrances, liens, pledges, equities, participation interests,
                    claims,
                    charges or security interests of any nature encumbering such
                    Mortgage
                    Loan;

                


        

        


        (o)       
           Origination/Doing
          Business.

        


        
          	 	 	
                  The
                    Mortgage Loan was originated by a savings and loan association,
                    a savings
                    bank, a commercial bank, a credit union, an insurance company,
                    or similar
                    institution that is supervised and examined by a federal or state
                    authority or by a mortgagee approved by the Secretary of Housing
                    and Urban
                    Development pursuant to Sections 203 and 211 of the National
                    Housing Act.
                    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) (1) in compliance
                    with any and all applicable licensing requirements of the laws
                    of the
                    state wherein the Mortgaged Property is located, and (2) organized
                    under
                    the laws of such state, or (3) qualified to do business in such
                    state, or
                    (4) federal savings and loan associations or national banks having
                    principal offices in such state, or (5) not doing business in
                    such
                    state;

                


        

        


        (p)       
           LTV,
          PMI Policy.

        


        
          	 	 	
                  Each
                    Mortgage Loan shall have an LTV as indicated on the Mortgage
                    Loan
                    Schedule. Except as set forth on the Data File, each First Lien
                    Mortgage
                    Loan with an LTV of greater than 80% at the time of origination,
                    a portion
                    of the unpaid principal balance of the Mortgage Loan is and will
                    be
                    insured as to payment defaults by a PMI Policy. If the First
                    Lien Mortgage
                    Loan is insured by a PMI Policy which is not an LPMI Policy,
                    the coverage
                    will remain in place until (i) the LTV decreases to 78% or (ii)
                    the PMI
                    Policy is otherwise terminated pursuant to the Homeowners Protection
                    Act
                    of 1998, 12 USC §4901, et seq. All provisions of such PMI Policy have been
                    and are being complied with, such policy is in full force and
                    effect, and
                    all premiums due thereunder have been paid. The Qualified Insurer
                    has a
                    claims paying ability acceptable to Fannie Mae or Freddie Mac.
                    Any
                    Mortgage Loan subject to a PMI Policy or LPMI Policy obligates
                    the
                    Mortgagor or the Company to maintain the PMI Policy or LPMI Policy,
                    as
                    applicable, and to pay all premiums and charges in connection
                    therewith.
                    The Mortgage Interest Rate for the Mortgage Loan as set forth
                    on the
                    Mortgage Loan Schedule is net of any such insurance
                    premium;

                


        

        


        (q)       
           Title
          Insurance.

        


        
          	 	 	
                  The
                    Mortgage Loan is covered by an ALTA lender's title insurance
                    policy (or in
                    the case of any Mortgage Loan secured by a Mortgaged Property
                    located in a
                    jurisdiction where such policies are generally not available,
                    an opinion
                    of counsel of the type customarily rendered in such jurisdiction
                    in lieu
                    of title insurance) or other generally acceptable form of policy
                    of
                    insurance acceptable to Fannie Mae or Freddie Mac, issued by
                    a title
                    insurer acceptable to Fannie Mae or Freddie Mac and qualified
                    to do
                    business in the jurisdiction where the Mortgaged Property is
                    located,
                    insuring the Company, its successors and assigns, as to the first
                    priority
                    lien (or second priority if such Mortgage Loan is a Second Lien
                    Mortgage
                    Loan) of the Mortgage in the original principal amount of the
                    Mortgage
                    Loan, subject only to the exceptions contained in clauses (1),
                    (2) and (3)
                    of Paragraph (k) and (ccc) of this Section 3.02, and against
                    any loss by
                    reason of the invalidity or unenforceability of the lien resulting
                    from
                    the provisions of the Mortgage providing for adjustment to the
                    Mortgage
                    Interest Rate and Monthly Payment. Additionally, such lender’s title
                    insurance policy includes no exceptions regarding ingress, egress
                    or
                    encroachments that impact the value or the marketability of the
                    Mortgaged
                    Property. The Company 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 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
                    Mortgage, including the Company, has done, by act or omission,
                    anything
                    which would impair the coverage of such lender's title insurance
                    policy;

                


        

        


        (r)        
           No
          Defaults.

        


        
          	 	 	
                  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
                    neither the Company nor its predecessors have waived any default,
                    breach,
                    violation or event of acceleration;


                


        

        


        (s)       
           No
          Mechanics' Liens.

        


        
          	 	 	
                  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
                    the law
                    could give rise to such liens) affecting the related Mortgaged
                    Property
                    which are or may be liens prior to, or equal or coordinate with,
                    the lien
                    of the related Mortgage which are not insured against by the
                    title
                    insurance policy referenced in Paragraph (q)
                    above;

                


        

        


        (t)        
           Location
          of Improvements; No Encroachments.

        


        
          	 	 	
                  Except
                    as insured against by the title insurance policy referenced in
                    Paragraph
                    (q) above, all improvements which were considered in determining
                    the
                    Appraised Value of the 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.
                    No improvement located on or being part of the Mortgaged Property
                    is in
                    violation of any applicable zoning law or
                    regulation;

                


        

        


        
          	 	
                  (u)

                	
                  Payment
                    Terms.

                


        

        


        
          	 	 	
                  Except
                    with respect to the Interest Only Mortgage Loans, principal payments
                    commenced no more than sixty (60) days after the funds were disbursed
                    to
                    the Mortgagor in connection with the Mortgage Loan. Each Mortgage
                    Loan is
                    payable in equal monthly installments of principal and interest,
                    with
                    interest calculated and payable in arrears, sufficient (except
                    with
                    respect to Balloon Loans) to amortize the Mortgage Loan fully
                    by the
                    stated maturity date set for in the Mortgage Note over an original
                    term to
                    maturity of not more than thirty (30) years. With respect to
                    each Balloon
                    Loan, the Mortgage Loan is payable in equal monthly installments
                    of
                    principal and interest based on a fifteen (15), thirty (30) or
                    forty (40)
                    year amortization schedule, as set forth in the related Mortgage
                    Note, and
                    a final lump sum payment substantially greater than the preceding
                    Monthly
                    Payment is required which is sufficient to amortize the remaining
                    principal balance of the Balloon Loan. No Balloon Loan has an
                    original
                    stated maturity of less than seven (7) years. As to each Adjustable
                    Rate
                    Mortgage Loan on each applicable Adjustment Date, the Mortgage
                    Interest
                    Rate will be adjusted to equal the sum of the Index plus the
                    applicable
                    Gross Margin, rounded up or down to the nearest multiple of 0.125%
                    indicated by the Mortgage Note; provided that the Mortgage Interest
                    Rate
                    will not increase or decrease by more than the Periodic Interest
                    Rate Cap
                    on any Adjustment Date, and will in no event exceed the Maximum
                    Mortgage
                    Interest Rate or be lower than the minimum Mortgage Interest
                    Rate listed
                    on the Mortgage Note for such Mortgage Loan. As
                    to each Adjustable Rate Mortgage Loan that is not an Interest
                    Only
                    Mortgage Loan, each
                    Mortgage Note requires a monthly payment which is sufficient,
                    during the
                    period prior to the first adjustment to the Mortgage Interest
                    Rate, to
                    fully amortize the outstanding principal balance as of the first
                    day of
                    such period over the then remaining term of such Mortgage Note
                    and to pay
                    interest at the related Mortgage Interest Rate. With respect
                    to each
                    Interest Only Mortgage Loan, the interest-only period shall not
                    exceed
                    fifteen (15) years (or such other period specified on the Data
                    File) 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. As to each Adjustable
                    Rate
                    Mortgage Loan, if the related Mortgage Interest Rate changes
                    on an
                    Adjustment Date or, with respect to an Interest Only Mortgage
                    Loan, on an
                    Adjustment Date following the related interest-only period, the
                    then
                    outstanding principal balance will be reamortized over the remaining
                    life
                    of such Mortgage Loan. No Adjustable Rate Mortgage Loan contains
                    terms or
                    provisions which would result in negative amortization;
                    

                


        

        


        (v)       
           Customary
          Provisions.

        


        
          	 	 	
                  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. There is no homestead or other
                    exemption available to a Mortgagor which would interfere with
                    the right to
                    sell the Mortgaged Property at a trustee's sale or the right
                    to foreclose
                    the Mortgage;

                


        

        


        (w)      
           Occupancy
          of the Mortgaged Property.

        


        
          	 	 	
                  As
                    of the date of origination the Mortgaged Property was lawfully
                    occupied
                    and as of the Closing Date, to the best of Company’s knowledge, the
                    Mortgaged Property is lawfully occupied under applicable
                    law;

                


        

        


        (x)       
           No
          Additional Collateral.

        


        
          	 	 	
                  The
                    Mortgage Note is not and has not been secured by any collateral,
                    pledged
                    account or other security except the lien of the corresponding
                    Mortgage
                    and the security interest of any applicable security agreement
                    or chattel
                    mortgage referred to in Paragraphs (k) and
                    (ccc);

                


        

        


        (y)       
           Deeds
          of Trust.

        


        
          	 	 	
                  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 mortgagee
                    to the
                    trustee under the deed of trust, except in connection with a
                    trustee's
                    sale after default by the
                    Mortgagor;

                


        

        


        (z)       
           Acceptable
          Investment.

        


        
          	 	 	
                  The
                    Company has no knowledge of any circumstances or conditions with
                    respect
                    to the Mortgage Loan, the Mortgaged Property, the Mortgagor or
                    the
                    Mortgagor's credit standing that can reasonably be expected to
                    cause
                    private institutional investors to regard the Mortgage Loan as
                    an
                    unacceptable investment, cause the Mortgage Loan to become delinquent,
                    or
                    adversely affect the value or marketability of the Mortgage
                    Loan;

                


        

        


        (aa)      
           Transfer
          of Mortgage Loans.

        


        
          	 	 	
                  If
                    the Mortgage Loan is not a MERS Mortgage Loan, the Assignment
                    of Mortgage,
                    upon the insertion of the name of the assignee and recording
                    information,
                    is in recordable form and is acceptable for recording under the
                    laws of
                    the jurisdiction in which the Mortgaged Property is
                    located;

                


        

        


        (bb)     
           Mortgaged
          Property Undamaged.

        


        
          	 	 	
                  The
                    Mortgaged Property is undamaged by waste, fire, earthquake or
                    earth
                    movement, windstorm, flood, tornado or other casualty so as to
                    affect
                    adversely the value of the Mortgaged Property as security for
                    the Mortgage
                    Loan or the use for which the premises were
                    intended;

                


        

        


        (cc)      
           Collection
          Practices; Escrow Deposits.

        


        
          	 	 	
                  The
                    origination, servicing and collection practices used with respect
                    to the
                    Mortgage Loan have been in accordance with Accepted Servicing
                    Practices,
                    and have been in all material respects legal, proper and in accordance
                    with the terms of the Mortgage Note. With respect to escrow deposits
                    and
                    Escrow Payments, all such payments are in the possession of the
                    Company
                    and there exist no deficiencies in connection therewith for which
                    customary arrangements for repayment thereof have not been made.
                    All
                    Escrow Payments have been collected in full compliance with state
                    and
                    federal law. No escrow deposits or Escrow Payments or other charges
                    or
                    payments due the Company have been capitalized under the Mortgage
                    Note;

                


        

        


        (dd)      
           No
          Condemnation.

        


        
          	 	 	
                  There
                    is no proceeding pending or to the best of the Company’s knowledge
                    threatened for the total or partial condemnation of the related
                    Mortgaged
                    Property;

                


        

        


        (ee)      
           The
          Appraisal.

        


        The
          Mortgage File for each Mortgage Loan includes an appraisal of the related
          Mortgaged Property, on form 1004 or form 2055, with an interior inspection.
          As
          to each Time$aver® Mortgage Loan, the appraisal may be from the original of the
          existing Company-serviced loan, which was refinanced via such Time$aver®
Mortgage Loan. The appraisal was conducted by an appraiser who had no interest,
          direct or indirect, in the Mortgaged Property or in any loan made on the
          security thereof; and whose compensation is not affected by the approval
          or
          disapproval of the Mortgage Loan, and the appraisal and the appraiser both
          satisfy the applicable requirements of Title XI of the Financial Institution
          Reform, Recovery, and Enforcement Act of 1989 and the regulations promulgated
          thereunder, all as in effect on the date the Mortgage Loan was
          originated;

        


        (ff)      
           Insurance.

        


        
          	 	 	
                  The
                    Mortgaged Property (and, with respect to any Cooperative Loan,
                    the related
                    Project) securing each Mortgage Loan is insured by an insurer
                    acceptable
                    to Fannie Mae or Freddie Mac against loss by fire and such hazards
                    as are
                    covered under a standard extended coverage endorsement 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
                    Section 4.10, in an amount which is at least equal to the lesser
                    of (i)
                    100% of the insurable value, on a replacement cost basis, of
                    the
                    improvements on the related Mortgaged Property and (ii) the greater
                    of (a)
                    either (1) the outstanding principal balance of the Mortgage
                    Loan with
                    respect to each First Lien Mortgage Loan or (2) with respect
                    to each
                    Second Lien Mortgage Loan, the sum of the outstanding principal
                    balance of
                    the first lien on such Mortgage Loan and the outstanding principal
                    balance
                    of such Second Lien Mortgage Loan, or (b) an amount such that
                    the proceeds
                    of such insurance shall be sufficient to prevent the application
                    to the
                    Mortgagor or the loss payee of any coinsurance clause under the
                    policy. If
                    the Mortgaged Property is a condominium unit, it is included
                    under the
                    coverage afforded by a blanket policy for the project. If the
                    improvements
                    on the Mortgaged Property are in an area identified in the Federal
                    Register by the Federal Emergency Management Agency as having
                    special
                    flood hazards, a flood insurance policy meeting the requirements
                    of the
                    current guidelines of the Federal Insurance Administration is
                    in effect
                    with a generally acceptable insurance carrier and such policy
                    conforms to
                    the Underwriting Guidelines, in an amount representing coverage
                    not less
                    than the least of (A) the outstanding principal balance of the
                    Mortgage Loan, (B) the full insurable value and (C) the maximum
                    amount of insurance which was available under the Flood Disaster
                    Protection Act of 1973, as amended. All individual insurance
                    policies
                    contain a standard mortgagee clause naming the Company and its
                    successors
                    and assigns as mortgagee, and all premiums thereon have been
                    paid. The
                    Mortgage obligates the Mortgagor thereunder to maintain a hazard
                    insurance
                    policy at the Mortgagor's cost and expense, and on the Mortgagor's
                    failure
                    to do so, authorizes the holder of the Mortgage to obtain and
                    maintain
                    such insurance at such Mortgagor's cost and expense, and to seek
                    reimbursement therefor from the Mortgagor. The hazard insurance
                    policy is
                    the valid and binding obligation of the insurer, is in full force
                    and
                    effect, and will be in full force and effect and inure to the
                    benefit of
                    the Purchaser upon the consummation of the transactions contemplated
                    by
                    this Agreement. The Company has not acted or failed to act so
                    as to impair
                    the coverage of any such insurance policy or the validity, binding
                    effect
                    and enforceability thereof;

                


        

        


        
          	 	
                  (gg)

                	
                  Servicemembers
                    Civil Relief Act.

                


        

        


        
          	 	 	
                  The
                    Mortgagor has not notified the Company, and the Company has no
                    knowledge
                    of any relief requested or allowed to the Mortgagor under the
                    Servicemembers Civil Relief Act, as
                    amended;

                


        

        


        
          	 	
                  (hh)

                	
                  No
                    Graduated Payments or Contingent Interests.

                


        

        


        
          	 	 	
                  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. No Adjustable Rate Mortgage Loan is a Convertible Mortgage
                    Loan;

                


        

        


        
          	 	
                  (ii)

                	
                  No
                    Construction Loans.

                


        

        


        
          	 	 	
                  No
                    Mortgage Loan was made in connection with (i) the construction
                    or
                    rehabilitation of a Mortgage Property or (ii) facilitating the
                    trade-in or
                    exchange of a Mortgaged Property other than a construction-to-permanent
                    loan which has converted to a permanent Mortgage
                    Loan;

                


        

        


        
          	 	
                  (jj)

                	
                  Underwriting.

                


        

        


        
          	 	 	
                  Each
                    Mortgage Loan was underwritten in accordance with the Underwriting
                    Guidelines and the Mortgage Note and Mortgage are on forms acceptable
                    to
                    Freddie Mac or Fannie Mae;

                


        

        


        
          	 	
                  (kk)

                	
                  Buydown
                    Mortgage Loans.

                


        

        


        
          	 	 	
                  With
                    respect to each Mortgage Loan that is a Buydown Mortgage
                    Loan:

                


        

        


        
          	 	
                  (i)

                	
                  On
                    or before the date of origination of such Mortgage Loan, the
                    Company and
                    the Mortgagor, or the Company, the Mortgagor and the seller of
                    the
                    Mortgaged Property or a third party entered into a Buydown Agreement.
                    The
                    Buydown Agreement provides that the seller of the Mortgaged Property
                    (or
                    third party) shall deliver to the Company temporary Buydown Funds
                    in an
                    amount equal to the aggregate undiscounted amount of payments
                    that, when
                    added to the amount the Mortgagor on such Mortgage Loan is obligated
                    to
                    pay on each Due Date in accordance with the terms of the Buydown
                    Agreement, is equal to the full scheduled Monthly Payment due
                    on such
                    Mortgage Loan. The temporary Buydown Funds enable the Mortgagor
                    to qualify
                    for the Buydown Mortgage Loan. The effective interest rate of
                    a Buydown
                    Mortgage Loan if less than the interest rate set forth in the
                    related
                    Mortgage Note will increase within the Buydown Period as provided
                    in the
                    related Buydown Agreement so that the effective interest rate
                    will be
                    equal to the interest rate as set forth in the related Mortgage
                    Note. The
                    Buydown Mortgage Loan satisfies the requirements of Fannie Mae
                    guidelines,
                    Freddie Mac guidelines or the Underwriting
                    Guidelines;

                


        

        


        
          	 	
                  (ii)

                	
                  The
                    Mortgage and Mortgage Note reflect the permanent payment terms
                    rather than
                    the payment terms of the Buydown Agreement. The Buydown Agreement
                    provides
                    for the payment by the Mortgagor of the full amount of the Monthly
                    Payment
                    on any Due Date that the Buydown Funds are available. The Buydown
                    Funds
                    were not used to reduce the original principal balance of the
                    Mortgage
                    Loan or to increase the Appraised Value of the Mortgage Property
                    when
                    calculating the Loan-to-Value Ratios for purposes of the Agreement
                    and, if
                    the Buydown Funds were provided by the Company and if required
                    under
                    Fannie Mae guidelines, Freddie Mac guidelines or the Underwriting
                    Guidelines, the terms of the Buydown Agreement were disclosed
                    to the
                    appraiser of the Mortgaged
                    Property;

                


        

        


        
          	 	
                  (iii)

                	
                  The
                    Buydown Funds may not be refunded to the Mortgagor unless the
                    Mortgagor
                    makes a principal payment for the outstanding balance of the
                    Mortgage
                    Loan;

                


        

        


        
          	(iv)      
                    	
                  As
                    of the date of origination of the Mortgage Loan, the provisions
                    of the
                    related Buydown Agreement complied with the requirements of Fannie
                    Mae,
                    Freddie Mac or the Underwriting Guidelines regarding buydown
                    agreements;

                


        

        


        (ll)       
           Credit
          Reporting.

        


        With
          respect to each Mortgage Loan, the Company has furnished complete and accurate
          information (i.e., favorable and unfavorable) 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;
          

        


        (mm)    
           Anti-Money
          Laundering Laws.

        


        The
          Company has complied with all applicable anti-money laundering laws and
          regulations, (the “Anti-Money Laundering Laws”), and has established an
          anti-money laundering compliance program as required by 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 as of the origination date of the related Mortgage
          Loan,
          no Mortgagor was subject to the provisions of such Executive Order or the
          OFAC
          Regulations nor listed as a “blocked person” for purposes of the OFAC
          Regulations; 

        


        (nn)     
           HOEPA.

        


        No
          Mortgage Loan is a High Cost Loan or Covered Loan;

        


        
          	 	
                  (oo)

                	
                  No
                    Violation of Environmental Laws.

                


        

        


        There
          is
          no pending action or proceeding directly involving any Mortgaged Property
          of
          which the Company is aware in which compliance with any environmental law,
          rule
          or regulation is an issue; there is no violation of any environmental law,
          rule
          or regulation with respect to the Mortgaged Property; and to the best of
          the
          Company’s knowledge, nothing further remains to be done to satisfy in full all
          requirements of each such law, rule or regulation constituting a prerequisite
          to
          use and enjoyment of said property; 

        


        (pp)     
           Credit
          Insurance.

        


        No
          Mortgagor was required to purchase any credit insurance policy (e.g.
          life, 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 credit insurance policy (e.g. life, disability,
          accident, unemployment or health insurance product) or debt cancellation
          agreement in connection with the origination of the Mortgage Loan. No proceeds
          from any Mortgage Loan were used to purchase credit insurance policies
          or debt
          cancellation agreements as part of the origination of, or as a condition
          to
          closing, such Mortgage Loan;

        


        
          	 	
                  (qq)

                	
                  Due
                    on Sale.

                


        

        


        The
          Mortgage or Mortgage Note contains an enforceable provision, to the extent
          not
          prohibited by applicable law, 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, provided that, with respect to Mortgage Notes which bear an
          adjustable rate of interest, such provision shall not be enforceable if
          the
          Mortgagor causes to be submitted to the Company information required by
          the
          Company to evaluate the intended transferee as if a new mortgage loan were
          being
          made to such transferee, and the Company reasonably determines (1) that
          the
          mortgagee’s security will not be impaired by such Mortgage Loan assumption and
          (2) that the risk of breach of any covenant or agreement in such Mortgage
          is
          acceptable;

        


        
          	 	
                  (rr)

                	
                  Bankruptcy.

                


        

        


        No
          Mortgagor was a debtor in any state or federal bankruptcy or insolvency
          proceeding at the time the Mortgage Loan was originated and as of the Closing
          Date, the Company has not received notice that any Mortgagor is a debtor
          under
          any state or federal bankruptcy or insolvency proceedings;

        


        (ss)      
           Payment
          in Full.

        


        The
          Company had no knowledge, at the time of origination of the Mortgage Loan,
          of
          any fact that should have led it to expect that such Mortgage Loan would
          not be
          paid in full when due;

        


        
          	 	
                  (tt)

                	
                  Cooperative
                    Loans.

                


        

        


        With
          respect to each Cooperative Loan:

        


        
          	 	
                  (i)

                	
                  The
                    Cooperative Shares are held by a person as a tenant-stockholder
                    in a
                    Cooperative. Each original Financing Statement, continuation
                    statement or
                    other governmental filing or recordation necessary to create
                    or preserve
                    the perfection and priority of the first lien and security interest
                    in the
                    Cooperative Loan and Proprietary Lease has been timely and properly
                    made.
                    Any security agreement, chattel mortgage or equivalent document
                    related to
                    the Cooperative Loan and delivered to Purchaser or its designee
                    establishes in Purchaser a valid and subsisting perfected first
                    lien on
                    and security interest in the Mortgaged Property described therein,
                    and
                    Purchaser has full right to sell and assign the same. The Proprietary
                    Lease term expires no less than five years after the Mortgage
                    Loan term or
                    such other term acceptable to Fannie Mae or Freddie
                    Mac.

                


        

        


        
          	 	
                  (ii)

                	
                  A
                    Cooperative Lien Search has been made by a company competent
                    to make the
                    same which company is acceptable to Fannie Mae or Freddie Mac
                    and
                    qualified to do business in the jurisdiction where the Cooperative
                    is
                    located and such search has not revealed information which would
                    materially and adversely affect the Cooperative
                    Loan.

                


        

        


        
          	 	
                  (iii)

                	
                  (a)
                    The term of the related Proprietary Lease is not less than the
                    terms of
                    the Cooperative Loan; (b) there is no provision in any Proprietary
                    Lease
                    which requires the Mortgagor to offer for sale the Cooperative
                    Shares
                    owned by such Mortgagor first to the Cooperative; (c) there is
                    no
                    prohibition in any Proprietary Lease against pledging the Cooperative
                    Shares or assigning the Proprietary Lease; (d) the Cooperative
                    has been
                    created and exists in full compliance with the requirements for
                    residential cooperatives in the jurisdiction in which the Project
                    is
                    located and qualifies as a cooperative housing corporation under
                    Section
                    210 of the Code; (e) the Recognition Agreement is on a form published
                    by
                    Aztech Document Services, Inc. or includes similar provisions;
                    and (f) the
                    Cooperative has good and marketable title to the Project, and
                    owns the
                    Project either in fee simple or under a leasehold that complies
                    with the
                    requirements of the Fannie Mae or Freddie Mac guidelines; such
                    title is
                    free and clear of any adverse liens or encumbrances, except the
                    lien of
                    any blanket mortgage;

                


        

        


        
          	(iv)      
                    	
                  The
                    Company has the right under the terms of the Mortgage Note, Pledge
                    Agreement and Recognition Agreement to pay any maintenance charges
                    or
                    assessments owed by the Mortgagor;

                


        

        


        
          	(v)       
                    	
                  Each
                    Stock Power (i) has all signatures guaranteed or (ii) if all
                    signatures
                    are not guaranteed, then such Cooperative Shares will be transferred
                    by
                    the stock transfer agent of the Cooperative if the Company undertakes
                    to
                    convert the ownership of the collateral securing the related
                    Cooperative
                    Loan;

                


        

        


        (uu)      
           The
          Mortgagor.

        


        The
          Mortgagor is one or more natural Persons and/or an Illinois land trust
          or a
“living trust” and such “living trust” is in compliance with the Underwriting
          Guidelines; 

        


        
          	 	
                  (vv)

                	
                  Leasehold
                    Estate.

                


        

        


        With
          respect to each Mortgage Loan secured in whole or in part by the interest
          of the
          Mortgagor as a lessee under a ground lease of the related Mortgaged Property
          (a
“Ground Lease”) and not be a fee interest in such Mortgaged
          Property:

        


        (i)        
           The
          Mortgagor is the owner of a valid and subsisting interest as tenant under
          the
          Ground Lease;

        


        (ii)       
           The
          Ground Lease is in full force and effect;

        


        (iii)      
           The
          Mortgagor is not in default under any provision of the lease; 

        


        (iv)       
           The
          lessor under the Ground Lease is not in default under any of the terms
          or
          provisions thereof on the part of the lessor to be observed or
          performed;

        


        (v)        
           The
          term
          of the Ground Lease exceeds the maturity date of the related Mortgage Loan
          by at
          least five (5) years;

        


        (vi)        The
          Mortgagee under the Mortgage Loan is given at least sixty (60) days’ notice of
          any default and an opportunity to cure any defaults under the Ground Lease
          or to
          take over the Mortgagor’s rights under the Ground Lease;

        


        (vii)     
           The
          Ground Lease does not contain any default provisions that could result
          in
          forfeiture or termination of the Ground Lease except for non-payment of
          the
          Ground Lease or a court order. 

        


        (viii)   
           The
          Ground Lease provides that the leasehold can be transferred, mortgaged
          and
          sublet an unlimited number of times either without restriction or on payment
          of
          a reasonable fee and delivery of reasonable documentation to the
          lessor;

        


        (ix)      
           The
          Ground Lease or a memorandum thereof has been recorded and by its terms
          permits
          the leasehold estate to be mortgaged; and

        


        (x)       
           The
          execution, delivery and performance of the Mortgage do not require consent
          (other than those consents which have been obtained and are in full force
          and
          effect) under, and will not contravene any provision of or cause a default
          under, the Ground Lease;

        


        (ww)    
           Delivery
          of Mortgage Files.

        


        The
          Mortgage Loan Documents required to be delivered by the Company have been
          delivered to the Custodian. The Company is in possession of a complete,
          true and
          accurate Mortgage File in compliance with Exhibit C, except for such documents
          the originals of which have been delivered to the Custodian or for such
          documents where the originals of which have been sent for
          recordation;

        


        (xx)     
           MERS
          Mortgage Loans.

        


        With
          respect to each MERS Mortgage Loan, a MIN has been assigned to the Mortgage
          Loan, the MIN appears on the Mortgage or related Assignment of Mortgage
          to MERS,
          the Mortgage or the related Assignment of Mortgage to MERS has been duly
          and
          properly recorded on MERS, and the transfer to the Purchaser has been properly
          reflected in the MERS System pursuant to the Purchaser’s registration
          instructions;

        


        
          	(yy)   
                      	
                  Arbitration.

                


        

        


        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;

        


        
          	(zz)      
                    	
                  Interest
                    Calculation.

                


        

        


        Interest
          on each Mortgage Loan is calculated on the basis of a 360-day year consisting
          of
          twelve 30-day months; 

        


        
          	 	
                  (aaa)

                	
                  Texas
                    Refinance Mortgage.

                


        

        


        Each
          Mortgage Loan originated in the state of Texas pursuant to Article XVI,
          Section
          50(a)(6) of the Texas Constitution (a “Texas Refinance Loan”) has been
          originated in compliance with the provisions of Article XVI, Section 50(a)(6)
          of
          the Texas Constitution, Texas Civil Statutes and the Texas Finance Code.
          With
          respect to each Texas Refinance Loan that is a cash-out refinancing mortgage
          loan, the related Mortgage Loan Documents permit the Mortgagor to prepay
          such
          Texas Refinance Loan in whole or in part without incurring a Prepayment
          Penalties; 

         

        
          	 	
                  (bbb)

                	
                  Georgia
                    Fair Lending Act.

                


        

         

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


         

        
          	 	
                  (ccc)

                	
                  Valid
                    Second Lien.

                


        

        


        With
          respect to any Second Lien Mortgage Loan, such Mortgage is a valid, subsisting
          and enforceable Second Lien on the Mortgaged Property, including all buildings
          on the Mortgaged Property and all installations and mechanical, electrical,
          plumbing, heating and air conditioning systems located in or annexed to
          such
          buildings, and all additions, alterations and replacements made at any
          time with
          respect to the foregoing. The lien of such Mortgage is subject only
          to:

         

        
          	(i)        
                    	
                  the
                    lien of current real property taxes and assessments not yet due
                    and
                    payable;

                


        

         

        
          	 	
                  (ii)

                	
                  superior
                    position mortgage lien(s) acceptable in accordance with the Underwriting
                    Guidelines;

                


        

         

        
          	 	
                  (iii)

                	
                  covenants,
                    conditions and restrictions, rights of way, easements and other
                    matters of
                    the public record as of the date of recording acceptable to mortgage
                    lending institutions in accordance with Accepted Servicing Practices
                    and
                    (i) referred to or otherwise considered in the appraisal and
                    (ii) which do
                    not adversely affect the Appraised Value;
                    and

                


        

         

        (iv)        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.

         

        (ddd)    
           Prepayment
          Penalties.

        


        Each
          Prepayment Penalty with respect to any Mortgage Loan is permissible, enforceable
          and collectible under applicable federal, state and local law (except
          to
          the extent that the enforceability thereof may be limited by bankruptcy,
          insolvency, moratorium, receivership and other similar laws affecting creditor’s
          rights generally or the collectability thereof may be limited due to
          acceleration in connection with a foreclosure).

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      



      EXHIBIT
        D

       

      MORTGAGE
        LOAN SCHEDULE

       

      


      As
        previously filed on December 11, 2006

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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 December 1, 2006, among Financial
                  Asset Securities Corp. as Depositor, Wells Fargo Bank, N.A. 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. Any payments received
        in connection with this Request for Release of documents have been or will
        be
        deposited into the Collection Account for the benefit of the Trust.

       

      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

       

      ________________

      [Date]

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      
        	
                Re:

              	
                Pooling
                  and Servicing Agreement dated as of December 1, 2006, among Financial
                  Asset Securities Corp. as Depositor, Wells Fargo Bank, N.A. 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

       

      ________________

      [Date]

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      
        	
                Re:

              	
                Pooling
                  and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
                  of December 1, 2006 among Financial Asset Securities Corp., as
                  Depositor,
                  Wells Fargo Bank, N.A. as Servicer and Deutsche Bank National Trust
                  Company, as Trustee with respect to Soundview Home Loan Trust 2006-WF2,
                  Asset-Backed Certificates, Series
                  2006-WF2

              


      

      


      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-WF2, 

                Asset-Backed
                  Certificates Series 2006-WF2

              


      

      


       

      Ladies
        and Gentlemen:

       

      Pursuant
        to Section 2.01 of the Pooling and Servicing Agreement (the “Pooling and
        Servicing Agreement”), dated as of December 1, 2006 among Financial Asset
        Securities Corp., as Depositor, Wells Fargo Bank, N.A. 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

       

      FORM
        OF
        CAP ALLOCATION AGREEMENT

       

       

      

        CAP
          ALLOCATION AGREEMENT

         

        This
          Cap
          Allocation Agreement, dated as of December 21, 2006 (this “Agreement”), between
          Deutsche Bank National Trust Company (“Deutsche Bank”), as cap trustee for the
          cap trust (in such capacity, the “Cap Trustee”) and as trustee under the Pooling
          and Servicing Agreement, as hereinafter defined (in such capacity, the
          “Trustee”) and Greenwich
          Capital Financial Products, Inc. (“GCFP”).

         

        WHEREAS,
          Deutsche Bank, on behalf of a separate trust established hereunder which
          holds
          an Interest Rate Cap Agreement (the “Cap Agreement”), a copy of which is
          attached hereto as Exhibit A, between the Cap Trustee,
          on
          behalf of the Cap Trust
          and The
          Royal Bank of Scotland (the “Cap Provider”) is a counterparty to the Cap
          Agreement;
          and

         

        WHEREAS,
          it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
          desires to accept such appointment, to receive and distribute funds payable
          by
          the Cap Provider to the Cap Trustee, on behalf of the Cap Trust under the
          Cap
          Agreement as provided herein; 

         

        NOW,
          THEREFORE, in consideration of the mutual covenants contained herein, and
          for
          other good and valuable consideration, the receipt and adequacy of which
          are
          hereby acknowledged, the parties agree as follows: 

         

        1.  Definitions.
          Capitalized terms used but not otherwise defined herein shall have the
          respective meanings assigned thereto in the Pooling and Servicing Agreement,
          dated as of December 1, 2006 (the “Pooling and Servicing Agreement”), among
          Financial Asset Securities Corp., as Depositor, Wells Fargo Bank, N.A.,
          as
          servicer and the Trustee, relating to the Soundview Home Loan Trust 2006-WF2
          (the “Trust”), Asset-Backed Certificates, Series 2006-WF2 (the “Certificates”),
          or in the related Indenture as the case may be, as in effect on the date
          hereof.


         

        2.  Cap
          Trust.
          There
          is hereby established a separate trust (the “Cap Trust”), into which the Cap
          Trustee shall deposit the Cap Agreement. The Cap Trust shall be maintained
          by
          the Cap Trustee. The sole assets of the Cap Trust shall be the Cap Agreement
          and
          the Cap Trust Account.

         

        3.  Cap
          Trustee.
          

         

        (a)  The
          Cap
          Trustee, on behalf of the Cap Trust, is hereby irrevocably appointed to
          receive
          all funds paid to the Cap Trustee by the Cap Provider, or its successors
          in
          interest under the Cap Agreement (including any Cap Termination Payment)
          and the
          Cap Trustee accepts such appointment and hereby agrees to receive such
          amounts,
          deposit such amounts into the Cap Trust Account and to distribute on each
          Distribution Date such amounts in the following order of priority:

         

        (i)  first,
          for deposit into the Cap Account (established under the Pooling and Servicing
          Agreement), an amount equal to the sum of the following amounts remaining
          outstanding after distribution of the Net Monthly Excess Cashflow and any
          Net
          Swap Payments received under the Interest Rate Swap Agreement with the
          Trust:
          (A) Unpaid Interest Shortfall Amounts, (B) Net WAC Rate Carryover Amounts;
          (C)
an
          amount
          necessary to maintain or restore the Overcollateralization Target Amount;
          and
          (D) any
          Allocated Realized Loss Amounts;

         

        (ii)  second,
          to GCFP, or its designee, any amounts remaining after payment of (i) above,
          provided,
          however,
          upon the
          issuance of notes by an issuer (the “NIM Trust”), secured by all or a portion of
          the Class C Certificates and the Class P Certificates (the “NIM Notes”), GCFP,
          or its designee, hereby instructs the Cap Trustee to make any payments
          under
          this clause 3(a)(ii):

         

        (A)  to
          the
          Indenture Trustee for the NIM Trust, for deposit into the Note Account
          (each as
          defined in the related Indenture), for distribution in accordance with
          the terms
          of the Indenture until satisfaction and discharge of the Indenture;
          and

         

        (B)  after
          satisfaction and discharge of the Indenture, to the Holders of the Class
          C
          Certificates, pro
          rata
          based on
          the outstanding Notional Amount of each such Certificate.

         

        (b)  The
          Cap
          Trustee agrees to hold any amounts received from the Cap Provider in trust
          upon
          the terms and conditions and for the exclusive use and benefit of the Trustee
          and the Indenture Trustee, as applicable (in turn for the benefit of the
          Certificateholders, the Noteholders, GCFP and the NIMS Insurer, if any)
          as set
          forth herein. The rights, duties and liabilities of the Cap Trustee in
          respect
          of this Agreement shall be as follows:

         

        (i) The
          Cap
          Trustee shall have the full power and authority to do all things not
          inconsistent with the provisions of this Agreement that may be deemed advisable
          in order to enforce the provisions hereof. The Cap Trustee shall not be
          answerable or accountable except for its own bad faith, willful misconduct
          or
          negligence. The Cap Trustee shall not be required to take any action to
          exercise
          or enforce any of its rights or powers hereunder which, in the opinion
          of the
          Cap Trustee, shall be likely to involve expense or liability to the Cap
          Trustee,
          unless the Cap Trustee shall have received an agreement satisfactory to
          it in
          its sole discretion to indemnify it against such liability and
          expense.

         

        (ii) The
          Cap
          Trustee shall not be liable with respect to any action taken or omitted
          to be
          taken by it in good faith in accordance with the direction of any party
          hereto
          or the NIMS Insurer, if any, or otherwise as provided herein, relating
          to the
          time, method and place of conducting any proceeding for any remedy available
          to
          the Cap Trustee or exercising any right or power conferred upon the Cap
          Trustee
          under this Agreement.

         

        (iii) The
          Cap
          Trustee may perform any duties hereunder either directly or by or through
          agents
          or attorneys of the Cap Trustee. The Cap Trustee shall not be liable for
          the
          acts or omissions of its agents or attorneys so long as the Cap Trustee
          chose
          such Persons with due care.

         

        4.  Cap
          Trust Account.
          The Cap
          Trustee shall segregate and hold all funds received from the Cap Provider
          (including any Cap Termination Payment) separate and apart from any of
          its own
          funds and general assets and shall establish and maintain in the name of
          the Cap
          Trustee one or more segregated accounts (the “Cap Trust Account”).

         

        5.  
            [Reserved]
          

         

        6.  Representations
          and Warranties of Deutsche Bank.
          Deutsche Bank represents and warrants as follows:

         

        (a)  Deutsche
          Bank is duly organized and validly existing as a national banking association
          under the laws of the United States and has all requisite power and authority
          to
          execute and deliver this Agreement, to perform its obligations as Cap Trustee
          hereunder.

         

        (b)  The
          execution, delivery and performance of this Agreement by Deutsche Bank
          as
          Trustee have been duly authorized in the Pooling and Servicing
          Agreement.

         

        (c)  This
          Agreement has been duly executed and delivered by Deutsche Bank as Cap
          Trustee
          and the Trustee and is enforceable against Deutsche Bank in such capacities
          in
          accordance with its terms, except as enforceability may be affected by
          bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
          and
          other similar laws relating to or affecting creditors’ rights generally, general
          equitable principles (whether considered in a proceeding in equity or at
          law).

         

        	7.  	
                Replacement
                  of Cap Trustee.

              


         

        Any
          corporation, bank, trust company or association into which the Cap Trustee
          may
          be merged or converted or with which it may be consolidated, or any corporation,
          bank, trust company or association resulting from any merger, conversion
          or
          consolidation to which the Cap Trustee shall be a party, or any corporation,
          bank, trust company or association succeeding to all or substantially all
          the
          corporate trust business of the Cap Trustee, shall be the successor of
          the Cap
          Trustee hereunder, without the execution or filing of any paper or any
          further
          act on the part of any of the parties hereto, except to the extent that
          assumption of its duties and obligations, as such, is not effected by operation
          of law.

         

        No
          resignation or removal of the Cap Trustee and no appointment of a successor
          Cap
          Trustee shall become effective until the appointment by GCFP, or its designee,
          of a successor Cap Trustee acceptable to the NIMS Insurer, if any. Any
          successor
          Cap Trustee shall execute such documents or instruments necessary or appropriate
          to vest in and confirm to such successor Cap Trustee all such rights and
          powers
          conferred by this Agreement.

         

        The
          Cap
          Trustee may resign at any time by giving written notice thereof to the
          other
          parties hereto with a copy to the NIMS Insurer, if any. If a successor
          cap
          trustee shall not have accepted the appointment hereunder within 30 days
          after
          the giving by the resigning Cap Trustee of such notice of resignation,
          the
          resigning Cap Trustee may petition any court of competent jurisdiction
          for the
          appointment of a successor Cap Trustee acceptable to the NIMS Insurer,
          if
          any.

         

        In
          the
          event of a resignation or removal of the Cap Trustee, GCFP, or its designee,
          shall promptly appoint a successor Cap Trustee acceptable to the NIMS Insurer,
          if any. If no such appointment has been made within 10 days of the resignation
          or removal, the NIMS Insurer, if any, may appoint a successor Cap
          Trustee.

         

        	8.  	
                Cap
                  Trustee Obligations.

              


         

        Whenever
          the Cap Trustee, on behalf of the Cap Trust, as a party to the Cap Agreement,
          has the option or is requested in such capacity, whether such request is
          by the
          Cap Provider, to take any action or to give any consent, approval or waiver
          that
          it is on behalf of the Cap Trust entitled to take or give in such capacity,
          including, without limitation, in connection with an amendment of such
          agreement
          or the occurrence of a default or termination event thereunder, the Cap
          Trustee
          shall promptly notify the parties hereto and the NIMS Insurer, if any,
          of such
          request in such detail as is available to it and, shall, on behalf of the
          parties hereto and the NIMS Insurer, if any, take such action in connection
          with
          the exercise and/or enforcement of any rights and/or remedies available
          to it in
          such capacity with respect to such request as GCFP, or its designee, or
          the NIMS
          Insurer, if any, shall direct in writing; provided that if no such direction
          is
          received prior to the date that is established for taking such action or
          giving
          such consent, approval or waiver (notice of which date shall be given by
          the Cap
          Trustee to the parties hereto and the NIMS Insurer, if any), the Cap Trustee
          may
          abstain from taking such action or giving such consent, approval or
          waiver.

         

        The
          Cap
          Trustee shall forward to the parties hereto and the NIMS Insurer, if any,
          on the
          Distribution Date following its receipt thereof copies of any and all notices,
          statements, reports and/or other material communications and information
          (collectively, the “Cap Reports”) that it receives in connection with the Cap
          Agreement or from the counterparty thereto.

         

        	9.  	
                Miscellaneous.
                  

              


         

        (a)  This
          Agreement shall be governed by and construed in accordance with the laws
          of the
          State of New York.

         

        (b)  Any
          action or proceeding against any of the parties hereto relating in any
          way to
          this Agreement may be brought and enforced in the courts of the State of
          New
          York sitting in the borough of Manhattan or of the United States District
          Court
          for the Southern District of New York and the Cap Trustee irrevocably submits
          to
          the jurisdiction of each such court in respect of any such action or proceeding.
          The Cap Trustee waives, to the fullest extent permitted by law, any right
          to
          remove any such action or proceeding by reason of improper venue or inconvenient
          forum.

         

        (c)  This
          Agreement may be amended, supplemented or modified in writing by the parties
          hereto, but only with the consent of GCFP and the NIMS Insurer, if
          any.

         

        (d)  This
          Agreement may not be assigned or transferred without the prior written
          consent
          of GCFP and the NIMS Insurer, if any; provided, however, the parties hereto
          acknowledge and agree to the assignment of the rights of GCFP, or its designee,
          pursuant to the Sale Agreement, the Trust Agreement and the
          Indenture.

         

        (e)  This
          Agreement may be executed by one or more of the parties to this Agreement
          on any
          number of separate counterparts (including by facsimile transmission),
          and all
          such counterparts taken together shall be deemed to constitute one and
          the same
          instrument.

         

        (f)  Any
          provision of this Agreement which is prohibited or unenforceable in any
          jurisdiction shall, as to such jurisdiction, be ineffective to the extent
          of
          such prohibition or unenforceability without invalidating the remaining
          provisions hereof, and any such prohibition or unenforceability in any
          jurisdiction shall not invalidate or render unenforceable such provision
          in any
          other jurisdiction.

         

        (g)  The
          representations and warranties made by the parties to this Agreement shall
          survive the execution and delivery of this Agreement. No act or omission
          on the
          part of any party hereto shall constitute a waiver of any such representation
          or
          warranty.

         

        (h)  The
          article and section headings herein are for convenience of reference only,
          and
          shall not limit or otherwise affect the meaning hereof.

         

        (i)  The
          representations and warranties made by the parties to this Agreement shall
          survive the execution and delivery of this Agreement. No act or omission
          on the
          part of any party hereto shall constitute a waiver of any such representation
          or
          warranty.

         

        10.  Third-Party
          Beneficiary. Each
          of
          the Trustee, GCFP or its designee and the Indenture Trustee, if any,
          shall be
          deemed a third-party beneficiary of this Agreement to the same extent as
          if it
          were a party hereto, and shall have the right to enforce the provisions
          of this
          Agreement. If any default occurs on the part of the Cap Provider under
          the Cap
          Agreement in the making of a payment due under the Cap Agreement or in
          any other
          obligation of the Cap Provider under the Cap Agreement, the Cap Trustee
          may and,
          upon the request of the Trustee, GCFP or its designee or the Indenture
          Trustee,
          shall take such action as may be appropriate to enforce such payment or
          performance, including the institution and prosecution of appropriate
          proceedings.

         

        11.  Cap
          Trustee and Trustee Rights.
          The Cap
          Trustee shall be entitled to the same rights, protections and indemnities
          afforded to the Trustee under the Pooling and Servicing Agreement, and
          the
          Indenture Trustee under the Indenture, in each case as if specifically
          set forth
          herein with respect to the Cap Trustee.

         

        The
          Trustee shall be entitled to the same rights, protections and indemnities
          afforded to the Trustee under the Pooling and Servicing Agreement as if
          specifically set forth herein with respect to the Cap Trustee.

         

        12.  Limited
          Recourse.
          It is
          expressly understood and agreed by the parties hereto that this Agreement
          is
          executed and delivered by the Trustee, not in its individual capacity but
          solely
          as Trustee under the Pooling and Servicing Agreement. Notwithstanding any
          other
          provisions of this Agreement, the obligations of the Trustee under this
          Agreement are non-recourse to the Trustee, its assets and its property,
          and
          shall be payable solely from the assets of the Trust Fund, and following
          realization of such assets, any claims of any party hereto shall be extinguished
          and shall not thereafter be reinstated. No recourse shall be had against
          any
          principal, director, officer, employee, beneficiary, shareholder, partner,
          member, Trustee, agent or affiliate of the Trustee or any person owning,
          directly or indirectly, any legal or beneficial interest in the Trustee,
          or any
          successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
          payment of any amount payable under this Agreement. The parties hereto
          shall not
          enforce the liability and obligations of the Trustee to perform and observe
          the
          obligations contained in this Agreement by any action or proceeding wherein
          a
          money judgment establishing any personal liability shall be sought against
          the
          Trustee, subject to the following sentence, or the Exculpated Parties.
          The
          agreements in this paragraph shall survive termination of this Agreement
          and the
          performance of all obligations hereunder.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
          and
          delivered as of the day and year first above written. 

         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  not
                    in its individual capacity but solely as Cap Trustee under this
                    Agreement

                
	 	 
	 	 
	 	
                  By:

                	 
	 	 	
                  Name: 

                  Title:

                
	 	 	 


        

        


        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY

                  not
                    in its individual capacity but solely as Trustee under the Pooling
                    and
                    Servicing Agreement

                
	 	 
	 	 
	 	
                  By:

                	 
	 	 	
                  Name: 

                  Title:

                


        

        


        


        
          	 	
                  GREENWICH
                    CAPITAL FINANCIAL PRODUCTS, INC.

                
	 	 
	 	 
	 	
                  By:

                	 
	 	 	
                  Name: 

                
	 	 	
                  Title: 

                


        

        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          A

         

        INTEREST
          RATE CAP AGREEMENT

         

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      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-WF2,
        Asset-Backed Certificates Series 2006-WF2, 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
        Wells Fargo Bank, N.A. (“Wells Fargo”), hereby constitutes and appoints Wells
        Fargo, by and through Wells Fargo’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 Wells Fargo 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
        Wells Fargo to the Owner under the Pooling and Servicing Agreement, or (ii)
        be
        construed to grant Wells Fargo 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.

       

      Wells
        Fargo 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 Wells Fargo 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

      Wells
        Fargo Bank, N.A.

      


      
        	
                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

      1761
        East
        St. Andrew Place

      Santa
        Ana, California 92705-4934

       

      Attn:
        Corporate Trust Services—

       

      Soundview
        Home Loan Trust 2006-WF2

       

      
        	
                Re:

              	
                Soundview
                  Home Loan Trust 2006-WF2,

                Asset-Backed
                  Certificates, Series 2006-WF2

              


      

      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

       

      Attn:
        Corporate Trust Services—

       

      Soundview
        Home Loan Trust 2006-WF2

       

      
        	
                Re:

              	
                Soundview
                  Home Loan Trust 2006-WF2,

                Asset-Backed
                  Certificates, Series 2006-WF2

              


      

      


       

      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-WF2

      ASSET-BACKED
        CERTIFICATES, SERIES 2006-WF2

       

      
        	
                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 December 1, 2006
        (the “Agreement”),
        among
        Financial Asset Securities Corp., as depositor (the “Depositor”),
        Wells
        Fargo Bank, N.A. 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:

       

      o  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.

       

      o  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.

              


      

       

      o  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

       

      Deutsche
        Bank National Trust Company

      1761
        East
        St. Andrew Place

      Santa
        Ana, California 92705-4934

      Attn:
        Corporate Trust Services—

      Soundview
        Home Loan Trust 2006-WF2

       

      
        	
                Re:

              	
                Soundview
                  Home Loan Trust 2006-WF2,

                Asset-Backed
                  Certificates, Series 2006-WF2

              


      

      


       

      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

                Attn:
                  Corporate Trust Services—

                Soundview
                  Home Loan Trust 2006-WF2

              


      

      


      
        	
                Re:

              	
                Soundview
                  Home Loan Trust 2006-WF2,

                Asset-Backed
                  Certificates Series 2006-WF2

              


      

      Dear
        Sirs:

       

      _______________________
        (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Soundview Home
        Loan Trust 2006-WF2, Asset-Backed Certificates Series 2006-WF2, Class
        [C][P][R[-X]] (the “Certificates”), issued pursuant to a Pooling and Servicing
        Agreement (the “Pooling and Servicing Agreement”) dated as of December 1, 2006
        among Financial Asset Securities Corp. as depositor (the “Depositor”), Wells
        Fargo Bank, N.A. as servicer (the “Servicer”) and Deutsche Bank National Trust
        Company as trustee (the “Trustee”). Capitalized terms used herein and not
        otherwise defined shall have the meanings assigned thereto in the Pooling
        and
        Servicing Agreement. The Transferee hereby certifies, represents and warrants
        to, and covenants with the Depositor, the Trustee and the Servicer the
        following:

       

      The
        Certificates (i) are not being acquired by, and will not be transferred to,
        any
        employee benefit plan within the meaning of section 3(3) of the Employee
        Retirement Income Security Act of 1974, as amended (“ERISA”), or other
        retirement arrangement, including individual retirement accounts and annuities,
        Keogh plans and bank collective investment funds and insurance company general
        or separate accounts in which such plans, accounts or arrangements are invested,
        that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
        Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
        acquired with “plan assets” of a Plan within the meaning of the Department of
        Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, and (iii) will not be
        transferred to any entity that is deemed to be investing in plan assets of
        a
        Plan within the meaning of the DOL regulation at 29 C.F.R. §
2510.3-101.

       

      
        	
                Very
                  truly yours,

                 

              
	
                [Transferee]

              
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-1

       

      FORM
        CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

       

      
        	
                Re:

              	
                Soundview
                  Home Loan Trust, Series 2006-WF2

                Asset
                  Backed Certificates, Series
                  2006-WF2

              


      

      


       

      Re:Soundview
        Home Loan Trust, Series 2006-WF2

       

      Asset
        Backed Certificates, Series 2006-WF2

       

      Certification

       

      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-WF2 (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: Wells Fargo Bank, N.A.
        and
        Deutsche Bank National Trust Company.

       

      


      


      
        	
                FINANCIAL
                  ASSET SECURITIES CORP.

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N-2

       

      FORM
        CERTIFICATION TO BE

      PROVIDED
        TO DEPOSITOR BY THE TRUSTEE

       

      
        	
                Re:

              	
                Soundview
                  Home Loan Trust 2006-WF2 (the “Trust”)

                Asset-Backed
                  Certificates, Series 2006-WF2

              


      

      


      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 December 1, 2006 (the “Pooling and
        Servicing Agreement”), among the Depositor as depositor, Wells Fargo Bank, N.A.
        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 THE DEPOSITOR BY THE SERVICER

       

      Re:             
         Soundview
        Home Loan Trust, Series 2006-WF2

      Asset
        Backed Certificates, Series 2006-WF2

       

      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 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 December 1, 2006 (the “Pooling and
        Servicing Agreement”), among the Depositor, Wells Fargo Bank, N.A. as servicer
        and Deutsche Bank National Trust Company as trustee.

      



      Date:

       

      
        	
                WELLS
                  FARGO BANK, N.A.

              
	 	 
	
                By:

              	 
	
                Name:

              	 


      

      


       

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        O

       

      FORM
        OF
        INTEREST RATE CAP AGREEMENT

       

      

         

        
          
            		
                    Financial
                      Markets

                    280
                      bishopsgate

                    London
                      EC2M 4RB

                  


          

        

         

         

        Date:        
             December
          21, 2006

        


        To:                                     
           Deutsche
          Bank National Trust Company, not individually, but solely as cap trustee
          (the
“trustee”) for the cap trust (the “Trust”) with respect to Soundview Home Loan
          Trust 2006-WF2

        1761
          East
          Saint Andrew Place

        Santa
          Ana, CA 92705

        Tel:
          (714) 247-6248

        Fax:
          (714) 244-6478

        Attention:             
            Trust
          Administration - GC06W2

        


        From:                                
           The
          Royal
          Bank of Scotland plc

        c/o
          RBS
          Financial Markets

        Level
          7,
          135 Bishopsgate

        London
          EC2M 3UR

        Attn:
          Head of Legal, Financial Markets 

        Tel:
          44
          207 085 5000

        Fax:
          44
          207 085 8411

        


        Copy                                   
          To: 600
          Steamboat Road

        Greenwich,
          CT 06830

        Attn:
          Legal Department - Derivatives Documentation

        Tel.:
          203-618-2531/32

        Fax:
          203-618-2533/34

        


        Our
          Reference No.:         
 IRG16156284.2A
          / 2B

        


        Re:                                     
           Interest
          Rate Cap Transaction

        


        


        Ladies
          and Gentlemen:

        


        The
          purpose of this letter agreement is to set forth the terms and conditions
          of the
          Transaction entered into between Royal Bank of Scotland plc (“Party A”) and
          Deutsche Bank National Trust Company, not individually, but solely as trustee
          (“Party B”) for the Trust created under the Cap Allocation Agreement dated as of
          December 21, 2006, between the trustee and Greenwich Capital Financial
          Products,
          Inc. on the Trade Date specified below (the “Transaction”). This letter
          agreement constitutes a “Confirmation” as referred to in the Agreement specified
          below.

        


        The
          definitions and provisions contained in the 2000 ISDA Definitions (the
          “Definitions”) as published by the International Swaps and Derivatives
          Association, Inc. are incorporated by reference herein. In the event of
          any
          inconsistency between the Definitions and this Confirmation, this Confirmation
          will govern.

        


        For
          the
          purpose of this Confirmation, all references in the Definitions or the
          Agreement
          to a “Swap Transaction” shall be deemed to be references to this
          Transaction.

        


        1. This
          Confirmation supplements, forms part of, and is subject to, ISDA Master
          Agreement dated as of December 21, 2006 (as the same may be amended or
          supplemented from time to time, the “Agreement”), between Party A and Party B.
          All provisions contained in the Agreement shall govern this Confirmation
          except
          as expressly modified below.

        


        2. The
          terms
          of the particular Transaction to which this Confirmation relates are as
          follows:

        


        
          	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the amount set forth in Schedule
                    A
                    attached hereto.

                


        

        


        Trade
          Date:                                                     
 December
          18, 2006

        


        Effective
          Date:                                              
 November
          25, 2007

        


        
          	 	
                  Termination
                    Date:

                	
                  December
                    25, 2011, subject to adjustment in accordance with the Business
                    Day
                    Convention.

                


        

        


        Fixed
          Amounts:


        


        
          	
                  Fixed
                    Rate Payer:

                	
                  Party
                    B

                
	 	 
	
                  Fixed
                    Rate Payer Payment Date:

                	
                  December
                    21, 2006.

                
	 	 
	
                  Fixed
                    Amount:

                	
                  USD
                    1,795,000.00 

                
	 	 


        

        


        Floating
          Amounts:

        


        
          	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                
	 	 
	
                  Strike
                    Rate:

                	
                  5.25%

                
	 	 
	
                  Floating
                    Rate Payer Period End Dates:

                	
                  The
                    25th day of each month, commencing December 25, 2007, through
                    and
                    including the Termination Date, subject to adjustment in accordance
                    with
                    the Business Day Convention.

                
	 	 
	
                  Floating
                    Rate Payer Payment Dates:

                	
                  Early
                    Payment shall be applicable. The Floating Rate Payer Payment
                    Dates shall
                    be one (1) Business Day prior to each Floating Rate Payer Period
                    End
                    Date.

                
	 	 
	
                  Floating
                    Amounts:

                	
                  To
                    be determined in accordance with the following formula: Greater
                    of (i)
                    (Floating Rate minus Strike Rate) *Notional Amount* 250 * Floating
                    Rate
                    Day Count Fraction, and (ii) zero.

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA,
                    provided, however, that if the Floating Rate Option for any Calculation
                    Period is greater than 9.00%, then the Floating Rate for such
                    Calculation
                    Period shall be deemed to be 9.00%.

                
	 	 
	
                  Designated
                    Maturity:

                	
                  1
                    month

                
	 	 
	
                  Spread:

                	
                  None

                
	 	 
	
                  Floating
                    Rate Day Count Fraction:

                	
                  Actual/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period

                
	 	 
	
                  Compounding:

                	
                  Inapplicable:

                
	 	 


        

        


        Calculation
          Agent:                                                                                           
 Party
          A

        


        Business
          Days:                                                                                                 
 New
          York


        


        Business
          Day
          Convention                                                                               
 Following

        


        3. Account
          Details:

        


        Account
          Details for Party A:

        


        For
          the
          account of The Royal Bank of Scotland

        Financial
          Markets Fixed Income and Interest Rate

        Derivative
          Operations, London SWIFT RBOSGB2RTCM

        with
          JPMorgan Chase Bank, New York CHASUS33

        ABA
          #
          021000021

        Account
          Number 400930153

        


        Account
          Details for Party B:

        


        Bankers
          Trust Co

        ABA
          #
          021-001-033

        Account
          #: 01419663

        Account
          Name: NYLTD Funds Control/Stars West

        Ref:
          Soundview 2006-WF2 GC06W2

        


        4. Offices:

        


        The
          Office of Party A for this Transaction is London, England

        


        
          	
                  5.

                	
                  It
                    is expressly understood and agreed by the parties hereto that
                    (i) this
                    Confirmation is executed and delivered by Deutsche Bank National
                    Trust
                    Company, not individually or personally but solely as trustee
                    of the
                    Trust, in the exercise of the powers and authority conferred
                    and vested in
                    it under the Pooling and Servicing Agreement, (ii) each of the
                    representations, undertakings and agreements herein made on the
                    part of
                    the Trust is made and intended not as personal representations,
                    undertakings and agreements by Deutsche Bank National Trust Company
                    but is
                    made and intended for the purpose of binding only the Trust,
                    (iii) nothing
                    herein contained shall be construed as creating any liability
                    on the part
                    of Deutsche Bank National Trust Company, individually or personally,
                    to
                    perform any covenant either expressed or implied contained herein,
                    all
                    such liability, if any, being expressly waived by the parties
                    hereto and
                    by any Person claiming by, through or under the parties hereto
                    and (iv)
                    under no circumstances shall Deutsche Bank National Trust Company
                    be
                    personally liable for the payment of any indebtedness or expenses
                    of the
                    Trust or be liable for the breach or failure of any obligation,
                    representation, warranty or covenant made or undertaken by Party
                    B under
                    this Confirmation or any other related
                    documents.

                


        

        


        
          	
                  6.

                	
                  Agency
                    Role of Greenwich Capital Markets, Inc. This Transaction has
                    been entered
                    into by Greenwich Capital Markets, Inc., as agent for The Royal
                    Bank of
                    Scotland plc. Greenwich Capital Markets, Inc. has not guaranteed
                    and is
                    not otherwise responsible for the obligations of Party A under
                    this
                    Transaction.

                


        

        


        [Signature
          Page Immediately Follows]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Please
          promptly confirm that the foregoing correctly sets forth the terms of the
          Transaction entered into between us by executing this Confirmation and
          returning
          it to us by facsimile to:

        


        The
          Royal
          Bank of Scotland plc

        Attention:
          Derivatives Documentation

        Fax:
          0207
          375 6724 / 6486 Phone: 0207 375 4225

        


        
          	
                  For
                    and on behalf of 

                  ROYAL
                    BANK OF SCOTLAND PLC

                  By:
                    Greenwich Capital Markets, Inc., its agent

                	
                  For
                    and on behalf of

                  Deutsche
                    Bank National Trust Company, not individually, but solely as
                    trustee for
                    the Trust with respect to Soundview Home Loan Trust
                    2006-WF2

                   

                
	
                   

                  _________________________________

                  Name: 

                  Title: 

                  Date: 

                	
                   

                  ___________________________________

                  Name:

                  Title: 

                  Date: 

                


        

        


        


        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          A

        


        All
          dates
          subject to adjustment in accordance with the Following Business Day
          Convention.

        


        
          	
                  From
                    and including:

                	
                  To
                    but excluding:

                	
                  Notional
                    Amount (USD):

                
	
                  11/25/2007

                	
                  12/25/2007

                	
                  24,793.03

                
	
                  12/25/2007

                	
                  1/25/2008

                	
                  23,866.54

                
	
                  1/25/2008

                	
                  2/25/2008

                	
                  23,012.96

                
	
                  2/25/2008

                	
                  3/25/2008

                	
                  23,044.90

                
	
                  3/25/2008

                	
                  4/25/2008

                	
                  22,445.31

                
	
                  4/25/2008

                	
                  5/25/2008

                	
                  23,938.50

                
	
                  5/25/2008

                	
                  6/25/2008

                	
                  24,288.83

                
	
                  6/25/2008

                	
                  7/25/2008

                	
                  32,322.10

                
	
                  7/25/2008

                	
                  8/25/2008

                	
                  54,384.83

                
	
                  8/25/2008

                	
                  9/25/2008

                	
                  169,583.18

                
	
                  9/25/2008

                	
                  10/25/2008

                	
                  580,193.44

                
	
                  10/25/2008

                	
                  11/25/2008

                	
                  1,667,824.00

                
	
                  11/25/2008

                	
                  12/25/2008

                	
                  1,496,717.58

                
	
                  12/25/2008

                	
                  1/25/2009

                	
                  1,339,938.80

                
	
                  1/25/2009

                	
                  2/25/2009

                	
                  1,219,211.70

                
	
                  2/25/2009

                	
                  3/25/2009

                	
                  1,161,196.13

                
	
                  3/25/2009

                	
                  4/25/2009

                	
                  1,106,389.11

                
	
                  4/25/2009

                	
                  5/25/2009

                	
                  1,054,164.87

                
	
                  5/25/2009

                	
                  6/25/2009

                	
                  1,004,401.84

                
	
                  6/25/2009

                	
                  7/25/2009

                	
                  957,818.78

                
	
                  7/25/2009

                	
                  8/25/2009

                	
                  913,174.63

                
	
                  8/25/2009

                	
                  9/25/2009

                	
                  874,167.82

                
	
                  9/25/2009

                	
                  10/25/2009

                	
                  843,309.61

                
	
                  10/25/2009

                	
                  11/25/2009

                	
                  813,982.55

                
	
                  11/25/2009

                	
                  12/25/2009

                	
                  775,538.61

                
	
                  12/25/2009

                	
                  1/25/2010

                	
                  738,907.27

                
	
                  1/25/2010

                	
                  2/25/2010

                	
                  704,003.20

                
	
                  2/25/2010

                	
                  3/25/2010

                	
                  670,745.07

                
	
                  3/25/2010

                	
                  4/25/2010

                	
                  639,055.35

                
	
                  4/25/2010

                	
                  5/25/2010

                	
                  608,860.21

                
	
                  5/25/2010

                	
                  6/25/2010

                	
                  580,089.25

                
	
                  6/25/2010

                	
                  7/25/2010

                	
                  552,675.37

                
	
                  7/25/2010

                	
                  8/25/2010

                	
                  526,554.67

                
	
                  8/25/2010

                	
                  9/25/2010

                	
                  501,666.23

                
	
                  9/25/2010

                	
                  10/25/2010

                	
                  477,952.01

                
	
                  10/25/2010

                	
                  11/25/2010

                	
                  455,356.68

                
	
                  11/25/2010

                	
                  12/25/2010

                	
                  433,827.54

                
	
                  12/25/2010

                	
                  1/25/2011

                	
                  413,314.34

                
	
                  1/25/2011

                	
                  2/25/2011

                	
                  393,769.23

                
	
                  2/25/2011

                	
                  3/25/2011

                	
                  375,146.59

                
	
                  3/25/2011

                	
                  4/25/2011

                	
                  357,402.94

                
	
                  4/25/2011

                	
                  5/25/2011

                	
                  340,496.86

                
	
                  5/25/2011

                	
                  6/25/2011

                	
                  324,388.88

                
	
                  6/25/2011

                	
                  7/25/2011

                	
                  309,041.37

                
	
                  7/25/2011

                	
                  8/25/2011

                	
                  294,418.34

                
	
                  8/25/2011

                	
                  9/25/2011

                	
                  280,485.51

                
	
                  9/25/2011

                	
                  10/25/2011

                	
                  267,208.90

                
	
                  10/25/2011

                	
                  11/25/2011

                	
                  254,553.83

                
	
                  11/25/2011

                	
                  12/25/2011

                	
                  242,480.76

                


        

        


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      



      EXHIBIT
        P

       

      [RESERVED]

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        Q

       

      FORM
        OF
        INTEREST RATE SWAP AGREEMENT

      


      

         

        
          	
                  
                    

                     

                  

                  Financial
                    Markets

                  280
                    Bishopsgate

                  London
                    EC2M 4RB

                


        

         

        
          	
                   

                
	
                  Memorandum

                	
                  December
                    21, 2006

                


        

        


        
          	
                  To:

                	
                  Deutsche
                    Bank National Trust Company, not in its individual capacity,
                    but solely as
                    Supplemental Interest Trust Trustee for the Supplemental Interest
                    Trust
                    with respect to Soundview Home Loan Trust 2006-WF2 (“Party
                    B”)

                   

                  Deutsche
                    Bank National Trust Company

                  1761
                    East Saint Andrew Place

                  Santa
                    Ana, CA 92705

                  Tel:
                    (714) 247-6248

                  Fax:
                    (714) 244-6478

                


        

        
          	 	 


        

        
          	
                  From:

                   

                   

                   

                   

                	
                  The
                    Royal Bank of Scotland plc (“Party
                    A”)

                  c/o
                    RBS Financial Markets

                  Level
                    7, 135 Bishopsgate

                  London
                    EC2M 3UR

                  Attn:
                    Head of Legal, Financial Markets 

                  Tel:
                    44 207 085 5000

                  Fax:
                    44 207 085 8411

                
	 	 
	
                  Copy
                    To:

                	
                  Greenwich
                    Capital Markets, Inc.

                  600
                    Steamboat Road

                  Greenwich,
                    CT 06830

                  Attn:
                    Legal Department - Derivatives Documentation

                  Tel.:
                    203-618-2576

                  Fax:
                    203-618-2533/34

                
	 	 
	
                  Our
                    Reference Number:

                	
                  D16157033

                


        

        


        The
          purpose of this long-form confirmation (“Confirmation”)
          is to
          confirm the terms and conditions of the current Transaction entered into
          on the
          Trade Date specified below (the “Transaction”)
          between
          Party A and
          Deutsche Bank National Trust Company, not individually, but solely as trustee
          (the “Supplemental
          Interest Trust Trustee”)
          on
          behalf of the supplemental interest trust with respect to the Soundview
          Home
          Loan Trust 2006-WF2 (the “Supplemental
          Interest Trust”)
          created under the Pooling and Servicing Agreement, dated as of December
          1, 2006,
          among Financial Asset Securities Corp. (the “Depositor”),
          Wells
          Fargo Bank, N.A. (the
          “Servicer”)
          and
          Deutsche Bank National Trust Company (as “Trustee”)
          (the
“Pooling
          and Servicing Agreement”).
          This
          Confirmation evidences a complete and binding agreement between you and
          us to
          enter into the Transaction on the terms set forth below and replaces any
          previous agreement between us with respect to the subject matter hereof.
          This
          Confirmation constitutes a “Confirmation”
          and also
          constitutes a “Schedule”
          as
          referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit
          Support
          Annex to the Schedule. 

        


        
          	1.        
                    	
                  This
                    Confirmation shall supplement, form a part of, and be subject
                    to an
                    agreement in the form of the ISDA Master Agreement (Multicurrency
                    - Cross
                    Border) as published and copyrighted in 1992 by the International
                    Swaps
                    and Derivatives Association, Inc. (the “ISDA
                    Master Agreement”),
                    as if Party A and Party B had executed an agreement in such form
                    on the
                    date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                    and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                    Subject
                    to New York Law Only version) as published and copyrighted in
                    1994 by the
                    International Swaps and Derivatives Association, Inc., with Paragraph
                    13
                    thereof as set forth in Annex A hereto (the “Credit
                    Support Annex”).
                    For the avoidance of doubt, the Transaction described herein
                    shall be the
                    sole Transaction governed by such ISDA Master Agreement. In the
                    event of
                    any inconsistency among any of the following documents, the relevant
                    document first listed shall govern: (i) this Confirmation, exclusive
                    of
                    the provisions set forth in Item 3 hereof and Annex A hereto;
                    (ii) the
                    provisions set forth in Item 3 hereof, which are incorporated
                    by reference
                    into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                    and (v) the ISDA Master Agreement.

                


        

        


        Each
          reference herein to a “Section” (unless specifically referencing the Pooling and
          Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
          a reference to a Section of the ISDA Master Agreement; each herein reference
          to
          a “Part” will be construed as a reference to the provisions herein deemed
          incorporated in a Schedule to the ISDA Master Agreement; each reference
          herein
          to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
          Support Annex.

        


        
          	
                  2.

                	
                  The
                    terms of the particular Transaction to which this Confirmation
                    relates are
                    as follows:

                


        

        


        
          	
                  Type
                    of Transaction:

                	
                  Interest
                    Rate Swap

                
	 	 
	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the amount set forth for such
                    period on
                    Schedule I attached hereto.

                
	 	 
	
                  Trade
                    Date:

                	
                  December
                    18, 2006

                
	 	 
	
                  Effective
                    Date:

                	
                  December
                    21, 2006 

                
	 	 
	
                  Termination
                    Date:

                	
                  December
                    25, 2011, subject to adjustment in accordance with the Business
                    Day
                    Convention; provided,
                    however,
                    that for the purpose of determining the final Fixed Rate Payer
                    Period End
                    Date, Termination Date shall be subject to No
                    Adjustment.

                
	 	 
	
                  Fixed
                    Amounts:

                	 
	 	 
	
                  Fixed
                    Rate Payer:

                	
                  Party
                    B

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Period
                    End Dates:

                	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    December 25, 2007, and ending on the Termination Date, with No
                    Adjustment.

                
	 	 
	
                  Fixed
                    Rate Payer

                	 
	
                  Payment
                    Dates:

                	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    December 25, 2007, and ending on the Termination Date,
                    subject to adjustment in accordance with the Business Day
                    Convention.

                
	 	 
	
                  Fixed
                    Rate:

                	
                  5.25%

                
	 	 
	
                  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 during the Term of this Transaction,
                    commencing
                    December 25, 2007, and ending on the Termination Date, subject
                    to
                    adjustment in accordance with the Business Day
                    Convention.

                
	 	 
	
                  Floating
                    Rate Payer 

                	 
	
                  Payment
                    Dates:

                	
                  The
                    25th
                    calendar day of each month during the Term of this Transaction,
                    commencing
                    December 25, 2007, and ending on the Termination Date, subject
                    to
                    adjustment in accordance with the 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

                
	 	 
	
                  Designated
                    Maturity:

                	
                  One
                    month

                
	 	 
	
                  Floating
                    Rate Day 

                	 
	
                  Count
                    Fraction:

                	
                  Actual/360

                
	 	 
	
                  Additional
                    Floating Amount:

                	
                  3,960,000.00,
                    to be paid on the Effective Date.

                
	 	 
	 	 
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period.

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York

                
	 	 
	
                  Business
                    Day Convention:

                	
                  Following

                
	 	 
	
                  Calculation
                    Agent:

                	
                  Party
                    A

                


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        
          	
                  3.

                	
                  Provisions
                    Deemed Incorporated in a Schedule to the ISDA Master
                    Agreement:

                


        

        


        
          	
                  Part
                    1.

                	
                  Termination
                    Provisions.

                


        

        


        For
          the
          purposes of this Agreement:-

        


        (a)         
           “Specified
          Entity”
          will not
          apply to Party A or Party B for any purpose. 

        


        
          	
                  (b)

                	
                  “Specified
                    Transaction”
                    will have the meaning specified in Section
                    14.

                


        

        


        
          	
                  (c)

                	
                  Events
                    of Default.

                


        

        


        The
          statement below that an Event of Default will apply to a specific party
          means
          that upon the occurrence of such an Event of Default with respect to such
          party,
          the other party shall have the rights of a Non-defaulting Party under Section
          6
          of this Agreement; conversely, the statement below that such event will
          not
          apply to a specific party means that the other party shall not have such
          rights.

        


        
          	(i)  	
                  The
                    “Failure
                    to Pay or Deliver”
                    provisions of Section 5(a)(i) will apply to Party A and will
                    apply to
                    Party B; provided,
                    however,
                    that Section 5(a)(i) is hereby amended by replacing the word
“third” with
                    the word “second”; provided,
                    further,
                    that notwithstanding anything to the contrary in Section 5(a)(i),
                    any
                    failure by Party A to comply with or perform any obligation to
                    be complied
                    with or performed by Party A under the Credit Support Annex shall
                    not
                    constitute an Event of Default under Section 5(a)(i) unless (A)
                    a Required
                    Ratings Downgrade Event has occurred and been continuing for
                    30 or more
                    Local Business Days and (B) such failure is not remedied on or
                    before the
                    third Local Business Day after notice of such failure is given
                    to Party
                    A.

                


        

        


        
          	(ii)  	
                  The
                    “Breach
                    of Agreement”
                    provisions of Section 5(a)(ii) will apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        
          	(iii)  	
                  The
                    “Credit
                    Support Default”
                    provisions of Section 5(a)(iii) will apply to Party A and will
                    not apply
                    to Party B except that Section 5(a)(iii)(1) will apply to Party
                    B solely
                    in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                    Support Annex; provided,
                    however,
                    that notwithstanding anything to the contrary in Section 5(a)(iii)(1),
                    any
                    failure by Party A to comply with or perform any obligation to
                    be complied
                    with or performed by Party A under the Credit Support Annex shall
                    not
                    constitute an Event of Default under Section 5(a)(iii) unless
                    (A) a
                    Required Ratings Downgrade Event has occurred and been continuing
                    for 30
                    or more Local Business Days and (B) such failure is not remedied
                    on or
                    before the third Local Business Day after notice of such failure
                    is given
                    to Party A.

                


        

        


        
          	(iv)  	
                  The
                    “Misrepresentation”
                    provisions of Section 5(a)(iv) will apply to Party A and will
                    not apply to
                    Party B. 

                


        

        


        
          	(v)  	
                  The
                    “Default
                    under Specified Transaction”
                    provisions of Section 5(a)(v) will apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        
          	(vi)  	
                  The
                    “Cross
                    Default”
                    provisions of Section 5(a)(vi) will apply to Party A and will
                    not apply to
                    Party B. For purposes of Section 5(a)(vi), solely with respect
                    to Party
                    A:

                


        

        


        “Specified
          Indebtedness” will have the meaning specified in Section 14, except that such
          term shall not include obligations in respect of deposits received in the
          ordinary course of Party A’s banking business.

        


        “Threshold
          Amount” means with respect to Party A an amount equal to three percent (3%) of
          the shareholders’ equity of Party A or, if applicable, the Eligible Guarantor,
          in either case, as shown in the most recent annual audited financial statements
          of such entity. 

        


        
          	(vii)  	
                  The
                    “Bankruptcy”
                    provisions of Section 5(a)(vii) will apply to Party A and will
                    apply to
                    Party B except that the provisions of Section 5(a)(vii)(2), (6)
                    (to the
                    extent that such provisions refer to any appointment contemplated
                    or
                    effected by the Pooling and Servicing Agreement or any appointment
                    to
                    which Party B has not become subject), (7) and (9) will not apply
                    to Party
                    B; provided
                    that, with respect to Party B only, Section 5(a)(vii)(4) is hereby
                    amended
                    by adding after the words “against it” the words “(excluding any
                    proceeding or petition instituted or presented by Party A or
                    its
                    Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by deleting the
                    words “to (7) inclusive” and inserting lieu thereof “, (3), (4) as
                    amended, (5), (6) as amended, or (7)”. For purposes of Section
                    5(a)(vii)(6), the only relevant appointments are the appointments
                    of (i)
                    Deutsche Bank National Trust Company, as the Supplemental Interest
                    Trust
                    Trustee to the Supplemental Interest Trust, (ii) Wells Fargo,
                    N.A., as
                    Servicer, and (iii) any successor to Deutsche Bank National Trust
                    Company
                    or Wells Fargo, N.A. that is appointed in accordance with the
                    Pooling and
                    Servicing Agreement.

                


        

        


        
          	(viii)  	
                  The
                    “Merger
                    Without Assumption”
                    provisions of Section 5(a)(viii) will apply to Party A and will
                    apply to
                    Party B.

                


        

        


        (d) Termination
          Events.

        


        The
          statement below that a Termination Event will apply to a specific party
          means
          that upon the occurrence of such a Termination Event, if such specific
          party is
          the Affected Party with respect to a Tax Event, the Burdened Party with
          respect
          to a Tax Event Upon Merger (except as noted below) or the non-Affected
          Party
          with respect to a Credit Event Upon Merger, as the case may be, such specific
          party shall have the right to designate an Early Termination Date in accordance
          with Section 6 of this Agreement; conversely, the statement below that
          such an
          event will not apply to a specific party means that such party shall not
          have
          such right; provided,
          however,
          with
          respect to “Illegality” the statement that such event will apply to a specific
          party means that upon the occurrence of such a Termination Event with respect
          to
          such party, either party shall have the right to designate an Early Termination
          Date in accordance with Section 6 of this Agreement.

        


        (i)          
           The
          “Illegality”
          provisions of Section 5(b)(i) will apply to Party A and will apply to Party
          B.

        


        
          	 	
                  (ii)

                	
                  The
                    “Tax
                    Event”
                    provisions of Section 5(b)(ii) will apply to Party A except that,
                    for
                    purposes of the application of Section 5(b)(ii) to Party A, Section
                    5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                    a taxing authority, or brought in a court of competent jurisdiction,
                    on or
                    after the date on which a Transaction is entered into (regardless
                    of
                    whether such action is taken or brought with respect to a party
                    to this
                    Agreement) or (y)”, and the “Tax
                    Event”
                    provisions of Section 5(b)(ii) will apply to Party B.
                    

                


        

        


        
          	 	
                  (iii)

                	
                  The
                    “Tax
                    Event Upon Merger”
                    provisions of Section 5(b)(iii) will apply to Party A and will
                    apply to
                    Party B, provided
                    that Party A shall not be entitled to designate an Early Termination
                    Date
                    by reason of a Tax Event upon Merger in respect of which it is
                    the
                    Affected Party.

                


        

        


        
          	 	
                  (iv)

                	
                  The
                    “Credit
                    Event Upon Merger”
                    provisions of Section 5(b)(iv) will not apply to Party A and
                    will not
                    apply to Party B.

                


        

        


        
          	
                  (e)

                	
                  The
                    “Automatic
                    Early Termination”
                    provision of Section 6(a) will not apply to Party A and will
                    not apply to
                    Party B.

                


        

        


        (f)        
            Payments
          on Early Termination.
          For the
          purpose of Section 6(e) of this Agreement:

        


        
          	(i)  	
                  Market
                    Quotation will apply, provided,
                    however,
                    that in the event that Party A is the Defaulting Party or the
                    sole
                    Affected Party with respect to a Tax Event upon Merger or an
                    Additional
                    Termination Event, the following provisions will
                    apply:

                


        

        


        
          	 	
                  (A)
                    

                	
                  The
                    definition of Market Quotation in Section 14 shall be deleted
                    in its
                    entirety and replaced with the
                    following:

                


        

        


        “Market
          Quotation” means,
          with respect to one or more Terminated Transactions, a Firm Offer which
          is (1)
          made by a Reference Market-maker that is an Eligible Replacement, (2) for
          an
          amount that would be paid to Party B (expressed as a negative number) or
          by
          Party B (expressed as a positive number) in consideration of an agreement
          between Party B and such Reference Market-maker to enter into a Replacement
          Transaction, and (3) made on the basis that Unpaid Amounts in respect of
          the
          Terminated Transaction or group of Transactions are to be excluded but,
          without
          limitation, any payment or delivery that would, but for the relevant Early
          Termination Date, have been required (assuming satisfaction of each applicable
          condition precedent) after that Early Termination Date is to be included.
          The
          party making the determination (or its agent) will request each Reference
          Market-maker to provide its quotation to the extent reasonably practicable
          as of
          the same day and time (without regard to different time zones) on or as soon as
          reasonably practicable before the Latest Settlement Amount Determination
          Day (as
          defined below). The day and time as of which those quotations are to be
          obtained
          will be selected in good faith by the party obliged to make a determination
          under Section 6(e), and, if each party is so obliged, after consultation
          with
          the other. 

        


        
          	 	
                  (B)

                	
                  The
                    definition of Settlement Amount shall be deleted in its entirety
                    and
                    replaced with the following:

                


        

        


        “Settlement
          Amount”
          means,
          with respect to any Early Termination Date, an amount (as determined by
          Party B)
          equal to: 

        


        
          	 	
                  (a)

                	
                  If
                    a Market Quotation for the relevant Terminated Transaction or
                    group of
                    Terminated Transactions is accepted by Party B so as to become
                    legally
                    binding on or before the day falling ten Local Business Days
                    after the day
                    on which the Early Termination Date is designated, or such later
                    day as
                    Party B may specify in writing to Party A, but in either case
                    no later
                    than one Local Business Day prior to the Early Termination Date
                    (such day,
                    the “Latest Settlement Amount Determination Day”), the Termination
                    Currency Equivalent of the amount (whether positive or negative)
                    of such
                    Market Quotation; 

                


        

        


        
          	 	
                  (b)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    has been accepted by Party B so as to become legally binding
                    and one or
                    more Market Quotations from
                    Approved Replacements have
                    been made and remain capable of becoming legally binding upon
                    acceptance,
                    the Settlement Amount shall equal the Termination Currency Equivalent
                    of
                    the amount (whether positive or negative) of the lowest of such
                    Market
                    Quotations (for the avoidance of doubt, the lowest of such Market
                    Quotations shall be the lowest Market Quotation of
                    such Market Quotations
                    expressed as a positive number or, if any of such Market Quotations
                    is
                    expressed as a negative number, the Market Quotation expressed
                    as a
                    negative number with the largest absolute value);
                    or

                


        

        


        
          	 	
                  (c)

                	
                  If,
                    on the Latest Settlement Amount Determination Day, no Market
                    Quotation for
                    the relevant Terminated Transaction or group of Terminated Transactions
                    is
                    accepted by Party B so as to become legally binding and no Market
                    Quotation from an Approved Replacement remains capable of becoming
                    legally
                    binding upon acceptance, the Settlement Amount shall equal Party
                    B’s Loss
                    (whether positive or negative and without reference to any Unpaid
                    Amounts)
                    for the relevant Terminated Transaction or group of Terminated
                    Transactions.

                


        

        


        
          	 	
                  (C)

                	
                  If
                    Party B requests Party A in writing to obtain Market Quotations,
                    Party A
                    shall use its reasonable efforts to do so before the Latest Settlement
                    Amount Determination Day.

                


        

        


        
          	 	
                  (D)

                	
                  If
                    the Settlement Amount is a negative number, Section 6(e)(i)(3)
                    shall be
                    deleted in its entirety and replaced with the
                    following:

                


        

        


        “(3)
          Second
          Method and Market Quotation.
          If the
          Second Method and Market Quotation apply, (I) Party B shall pay to Party
          A an
          amount equal to the absolute value of the Settlement Amount in respect
          of the
          Terminated Transactions, (II) Party B shall pay to Party A the Termination
          Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
          A
          shall pay to Party B the Termination Currency Equivalent of the Unpaid
          Amounts
          owing to Party B; provided,
          however,
          that
          (x) the amounts payable under the immediately preceding clauses (II) and
          (III)
          shall be subject to netting in accordance with Section 2(c) of this Agreement
          and (y) notwithstanding any other provision of this Agreement, any amount
          payable by Party A under the immediately preceding clause (III) shall not
          be
          netted-off against any amount payable by Party B under the immediately
          preceding
          clause (I).”

         

        
          	 	
                  (E)

                	
                  At
                    any time on or before the Latest Settlement Amount Determination
                    Day at
                    which two or more Market Quotations from Approved Replacements
                    remain
                    capable of becoming legally binding upon acceptance, Party B
                    shall be
                    entitled to accept only the lowest of such Market Quotations
                    (for the
                    avoidance of doubt, the lowest of such Market Quotations shall
                    be the
                    lowest Market Quotation of such Market Quotations expressed as
                    a positive
                    number or, if any of such Market Quotations is expressed as a
                    negative
                    number, the Market Quotation expressed as a negative number with
                    the
                    largest absolute value).

                


        

        


        
          	(ii)  	
                  The
                    Second Method will apply.

                


        

        


        (g)          “Termination
          Currency”
          means
          USD.

        


        (h)       
            Additional
          Termination Events.
          Additional Termination Events will apply as provided in Part 5(c).



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Part
          2.  Tax
          Matters.

        


        (a) Tax
          Representations. 

        


        
          	 	
                  (i)

                	
                  Payer
                    Representations.
                    For the purpose of Section 3(e) of this Agreement:
                    

                


        

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        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 this Agreement) to
          be made
          by it to the other party under this Agreement. In making this representation,
          it
          may rely on: the accuracy of any representations made by the other party
          pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
          agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
          the
          accuracy and effectiveness of any document provided by the other party
          pursuant
          to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
          of
          the agreement of the other party contained in Section 4(d) of this Agreement,
          provided
          that it
          shall not be a breach of this representation where reliance is placed on
          clause
          (ii) and the other party does not deliver a form or document under Section
          4(a)(iii) by reason of material prejudice to its legal or commercial
          position.

        
          	 	 	 


        

        (B)        
           Party
          B
          makes the following representation(s):

        


        None.

        


        (ii)
           Payee
          Representations.
          For the
          purpose of Section 3(f) of this Agreement: 

         

        (A)        
           Party
          A
          makes the following representation(s):

        


        
          	(i)  	
                  Party
                    A is a tax resident of the United
                    Kingdom;

                


        

         

        
          	(ii)  	
                  Party
                    A is a "foreign person" within the meaning of the applicable
                    U.S. Treasury
                    Regulations concerning information reporting and backup withholding
                    tax
                    (as in effect on January 1, 2001), unless Party A provides written
                    notice
                    to Party B that it is no longer a foreign person;
                    

                


        

         

        
          	(iii)  	
                  in
                    respect of each Transaction Party A enters into through an office
                    or
                    discretionary agent in the United States or which otherwise is
                    allocated
                    (in whole or part) for United States federal income tax purposes
                    to such
                    United States trade or business, each payment received or to
                    be received
                    by Party A under such Transaction (or portion thereof, if applicable)
                    will
                    be effectively connected with its conduct of a trade or business
                    in the
                    United States; and

                


        

         

        
          	(iv)  	
                  in
                    respect of all other Transactions or portions thereof, no such
                    payment
                    received or to be received by Party A in connection with this
                    Agreement is
                    attributable to a trade or business carried on by it through
                    a permanent
                    establishment in the United States.

                


        

         

        (B)         
           Party
          B
          makes the following representation(s):

        


        None. 

        


        
          	
                  (b)

                	
                  Tax
                    Provisions.

                


        

        


        
          	 	
                  (i)

                	
                  Gross
                    Up.
                    Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                    2(d)(ii)
                    shall not apply to Party B as Y, in each case such that Party
                    B shall not
                    be required to pay any additional amounts referred to
                    therein.

                


        

        


        
          	 	
                  (ii)

                	
                  Indemnifiable
                    Tax.
                    The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                    entirety and replaced with the
                    following:

                


        

        


        “Indemnifiable
          Tax”
          means,
          in relation to payments by Party A, any Tax and, in relation to payments
          by
          Party B, no Tax. 

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Part
          3.  Agreement
          to Deliver Documents.  

        


        (a) For
          the
          purpose of Section 4(a)(i), 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

                	
                  A
                    correct, complete and duly executed U.S. Internal Revenue Service
                    Form
                    (W-8BEN, W-8ECI, W-9 or other applicable form (or successor thereto)),
                    together with appropriate attachments, that eliminates U.S. federal
                    withholding and backup withholding Tax on payments to Party A
                    under this
                    Agreement.

                	
                  Upon
                    the execution and delivery of this Agreement and upon reasonable
                    request.

                
	 	 	 
	
                  Party
                    B

                	
                  Any
                    form or document required or reasonably requested to allow the
                    other party
                    to make payments to Party B under the Agreement without any deduction
                    or
                    withholding for or on account of any Tax, or with such deduction
                    or
                    withholding at a reduced rate, which may include tax forms relating
                    to the
                    beneficial owner of payments to Party B under the Agreement from
                    time to
                    time. 

                	
                  Upon
                    the execution and delivery of this Agreement and at any time
                    that the last
                    such document delivered becomes incorrect or
                    out-of-date.

                


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        (b) For
          the
          purpose of Section 4(a)(ii), 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 required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, this Confirmation, and any Credit
                    Support
                    Documents to which it is a party, and to evidence the authority
                    of the
                    delivering party or its Credit Support Provider to perform its
                    obligations
                    under the Agreement, this Confirmation and any Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  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
                    the
                    Agreement, this Confirmation, and any relevant Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Annual
                    Report of Party A containing consolidated financial statements
                    certified
                    by independent certified public accountants and prepared in accordance
                    with generally accepted accounting principles in the country
                    in which
                    Party A is organized

                	 	
                  Promptly
                    upon becoming publicly available, if not available on Party A’s
                    website

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A

                	
                  Interim
                    Financial Statements of Party A containing unaudited, consolidated
                    financial statements of Party A’s reporting period prepared in accordance
                    with generally accepted accounting principles in the country
                    in which
                    Party A is organized

                	 	
                  Promptly
                    upon becoming publicly available, if not available on Party A’s
                    website.

                	
                  Yes

                
	 	 	 	 	 
	
                  Party
                    A and 

                  Party
                    B

                	
                  Opinion(s)
                    of counsel satisfactory to the other party

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	
                  No

                
	 	 	 	 	 


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Part
          4. Miscellaneous. 

        


        
          	
                  (a)

                	
                  Address
                    for Notices:
                    For the purposes of Section 12(a) of this
                    Agreement:

                


        

        


        Address
          for notices or communications to Party A and Party B shall be those set
          forth on
          the first page of the Confirmation:

        


        (b)          
           Process
          Agent.
          For the
          purpose of Section 13(c):

        


        Party
          A
          appoints as its Process Agent: Not applicable.

        


        Party
          B
          appoints as its Process Agent: Not applicable.

        


        
          	
                  (c)

                	
                  Offices.
                    The provisions of Section 10(a) will apply to this
                    Agreement.

                


        

        


        
          	
                  (d)

                	
                  Multibranch
                    Party.
                    For the purpose of Section 10(c) of this
                    Agreement:

                


        

        


        Party
          A
          is not a Multibranch Party.

        


        Party
          B
          is not a Multibranch Party.

        


        
          	
                  (e)

                	
                  Calculation
                    Agent.
                    The Calculation Agent is Party A.

                


        

        


        (f)          
           Credit
          Support Document. 

         

        
          	
                  Party
                    A:

                	
                  The
                    Credit Support Annex, and any guarantee in support of Party A’s
                    obligations under this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  The
                    Credit Support Annex, solely in respect of Party B’s obligations under
                    Paragraph 3(b) of the Credit Support
                    Annex.

                


        

        


        
          	
                  (g)

                	
                  Credit
                    Support Provider.

                


        

        


        
          	
                  Party
                    A:

                	
                  The
                    guarantor under any guarantee in support of Party A’s obligations under
                    this Agreement.

                
	 	 
	
                  Party
                    B:

                	
                  None.

                


        

        


        
          	
                  (h)

                	
                  Governing
                    Law.
                    The parties to this 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)

                	
                  Netting
                    of Payments.
                    The parties agree that subparagraph (ii) of Section 2(c) will
                    apply to
                    each Transaction hereunder. 

                


        

        


        
          	
                  (j)

                	
                  Affiliate.“Affiliate”
                    shall have the meaning assigned thereto in Section 14; provided,
                    however,
                    that Party B shall be deemed to have no Affiliates for purposes
                    of this
                    Agreement, including for purposes of Section
                    6(b)(ii).

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Part
          5.  Others
          Provisions.

        


        
          	
                  (a)

                	
                  Definitions.
                    Unless
                    otherwise specified in a Confirmation, this Agreement and each
                    Transaction
                    under this Agreement are subject to the 2000 ISDA Definitions
                    as published
                    and copyrighted in 2000 by the International Swaps and Derivatives
                    Association, Inc. (the “Definitions”),
                    and will be governed in all relevant respects by the provisions
                    set forth
                    in the Definitions, without regard to any amendment to the Definitions
                    subsequent to the date hereof. The provisions of the Definitions
                    are
                    hereby incorporated by reference in and shall be deemed a part
                    of this
                    Agreement, except that (i) references in the Definitions to a
“Swap
                    Transaction” shall be deemed references to a “Transaction” for purposes of
                    this Agreement, and (ii) references to a “Transaction” in this Agreement
                    shall be deemed references to a “Swap Transaction” for purposes of the
                    Definitions. Each term capitalized but not defined in this Agreement
                    shall
                    have the meaning assigned thereto in the Pooling and Servicing
                    Agreement.

                


        

         

        (b)        
           Amendments
          to ISDA Master Agreement.

        


        
          	 	
                  (i)

                	
                  Single
                    Agreement.
                    Section 1(c) is hereby amended by the adding the words “including, for the
                    avoidance of doubt, the Credit Support Annex” after the words “Master
                    Agreement”. 

                


        

        


        
          	 	
                  (ii)

                	
                  [Reserved]

                


        

        


        
          	 	
                  (iii)

                	
                  Change
                    of Account.
                    Section 2(b) is hereby amended by the addition of the following
                    after the
                    word “delivery” in the first line
                    thereof:

                


        

         

        “to
          another account in the same legal and tax jurisdiction as the original
          account”.

        


        
          	 	
                  (iv)

                	
                  Representations.
                    Section 3 is hereby amended by adding at the end thereof the
                    following
                    subsection (g): 

                


        

        


        
          	 	
                  “(g)

                	
                  Relationship
                    Between Parties. 

                


        

        


        
          	 	
                  (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 (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 an agent, fiduciary
                    or
                    advisor for it in respect of the Transaction.


                


        

        


        
          	 	
                  (5)

                	
                  Eligible
                    Contract Participant. It is an “eligible contract participant” as defined
                    in Section 1(a)(12) of the Commodity Exchange Act, as
                    amended.”

                


        

        


        
          	 	
                  (v)

                	
                  Transfer
                    to Avoid Termination Event.
                    Section 6(b)(ii) is hereby amended by (i) deleting the words
“or if a Tax
                    Event Upon Merger occurs and the Burdened Party is the Affected
                    Party,”
                    and (ii) by deleting the words “to transfer” and inserting the words “to
                    effect a Permitted Transfer” in lieu
                    thereof.

                


        

        


        
          	 	
                  (vi)

                	
                  Jurisdiction.
                    Section
                    13(b) is hereby amended by: (i) deleting in the second line of
                    subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                    end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                    deleting the final paragraph
                    thereof.

                


        

        


        
          	 	
                  (vii)

                	
                  Local
                    Business Day.
                    The definition of Local Business Day in Section 14 is hereby
                    amended by
                    the addition of the words “or any Credit Support Document” after “Section
                    2(a)(i)” and the addition of the words “or Credit Support Document” after
                    “Confirmation”. 

                


        

        


        
          	
                  (c)

                	
                  Additional
                    Termination Events.
                    The following Additional Termination Events will
                    apply:

                


        

        


        
          	(i)  	
                  First
                    Rating Trigger Collateral.
                    If
                    (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                    occurred and been continuing for 30 or more Local Business Days
                    and (B)
                    Party
                    A has failed to comply with or perform any obligation to be complied
                    with
                    or performed by Party A in accordance with the Credit Support
                    Annex, 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. 

                


        

        


        
          	(ii)  	
                  Second
                    Rating Trigger Replacement.
                    If
                    (A) a Required Ratings Downgrade Event has occurred and been
                    continuing
                    for 30 or more Local Business Days and (B) (i) at least one Eligible
                    Replacement has made a Firm Offer to be the transferee of all
                    of Party A’s
                    rights and obligations under this Agreement (and such Firm Offer
                    remains
                    an offer that will become legally binding upon such Eligible
                    Replacement
                    upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                    has made
                    a Firm Offer to provide an Eligible Guarantee (and such Firm
                    Offer remains
                    an offer that will become legally binding upon such Eligible
                    Guarantor
                    immediately upon acceptance by the offeree), 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. 

                


        

        


        
          	 	
                  (iii)

                	
                  Amendment
                    of the Pooling and Servicing Agreement.
                    If, without the prior written consent of Party A where such consent
                    is
                    required under the Pooling and Servicing Agreement (such consent
                    not to be
                    unreasonably withheld), an amendment is made to the Pooling and
                    Servicing
                    Agreement which amendment could reasonably be expected to have
                    a material
                    adverse effect on the interests of Party A (excluding, for the
                    avoidance
                    of doubt, any amendment to the Pooling and Servicing Agreement
                    that is
                    entered into solely for the purpose of appointing a successor
                    depositor,
                    servicer, trustee or other service provider) under this Agreement,
                    an
                    Additional Termination Event shall have occurred with respect
                    to Party B
                    and Party B shall be the sole Affected Party with respect to
                    such
                    Additional Termination Event. 

                


        

        


        
          	 	
                  (iv)

                	
                  Regulation
                    AB. If
                    (i) the Depositor still has a reporting obligation with respect
                    to the
                    Transaction hereunder pursuant to Regulation AB and (ii) Party
                    A has not,
                    within the applicable time period specified in Part 5(e)(ii)(a)
                    below
                    after a Swap Disclosure Event, complied with any of the provisions
                    set
                    forth in Part 5(e)(ii) 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.

                


        

        


        
          	 	
                  (v)

                	
                  Optional
                    Termination of Securitization.
                    An
                    Additional Termination Event shall occur upon the notice to
                    Certificateholders of an Optional Termination becoming unrescindable
                    in
                    accordance with Article X of the Pooling and Servicing Agreement
                    (such
                    notice, the “Optional
                    Termination Notice”).
                    With respect to such Additional Termination Event: (A) Party
                    B shall be
                    the sole Affected Party; (B) notwithstanding anything to the
                    contrary in
                    Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                    specified
                    in the Optional Termination Notice is hereby designated as the
                    Early
                    Termination Date for this Additional Termination Event in respect
                    of all
                    Affected Transactions; (C) Section 2(a)(iii)(2) shall not be
                    applicable to
                    any Affected Transaction in
                    connection with the Early Termination Date resulting from this
                    Additional
                    Termination Event; notwithstanding anything to the contrary in
                    Section
                    6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                    2(e) in
                    respect of the Terminated Transactions resulting from this Additional
                    Termination Event will be required to be made through and including
                    the
                    Early Termination Date designated
                    as a result of this Additional Termination Event; provided,
                    for the avoidance of doubt, that any such payments or deliveries
                    that are
                    made on or prior to such Early Termination Date will not be treated
                    as
                    Unpaid Amounts in determining the amount payable in respect of
                    such Early
                    Termination Date; (D) notwithstanding anything to the contrary
                    in Section
                    6(d)(i), (I) if, no later than 4:00 pm New York City time on
                    the day that
                    is four Business Days prior to the final Distribution Date specified
                    in
                    the Optional Termination Notice, the Servicer (as “Terminator”)
                    requests the amount of the Estimated Swap Termination Payment,
                    Party A
                    shall provide to the Terminator in writing (which may be done
                    in
                    electronic format) the amount of the Estimated Swap Termination
                    Payment no
                    later than 2:00 pm New York City time on the following Business
                    Day and
                    (II) if the Terminator provides written notice (which may be
                    done in
                    electronic format) to Party A no later than two Business Days
                    prior to the
                    final Distribution Date specified in the Optional Termination
                    Notice that
                    all requirements of the Optional Termination have been met, then
                    Party A
                    shall, no later than one Business Day prior to the final Distribution
                    Date
                    specified in the Optional Termination Notice, make the calculations
                    contemplated by Section 6(e) of the ISDA Master Agreement (as
                    amended
                    herein) and provide to the Terminator in writing (which may be
                    done in
                    electronic format) the amount payable by either Party B or Party
                    A in
                    respect of the related Early Termination Date in
                    connection with this Additional Termination Event; provided,
                    however,
                    that the amount payable by Party B, if any, in respect of the
                    related
                    Early Termination Date shall be the lesser of (x) the amount
                    calculated to
                    be due from Party B pursuant to Section 6(e) and (y) the Estimated
                    Swap
                    Termination Payment; and (E) notwithstanding anything to the
                    contrary in
                    this Agreement, any amount due from Party B to Party A in respect
                    of this
                    Additional Termination Event will be payable on the final Distribution
                    Date specified in the Optional Termination Notice and any amount
                    due from
                    Party A to Party B in respect of this Additional Termination
                    Event will be
                    payable one Business Day prior to the final Distribution Date
                    specified in
                    the Optional Termination Notice. 

                


        

        


        The
          Terminator shall be an express third party beneficiary of this Agreement
          as if a
          party hereto to the extent of the Terminator’s rights specified herein.


        


        
          	
                  (d)

                	
                  Required
                    Ratings Downgrade Event.
                    In
                    the event that no Relevant Entity has credit ratings at least
                    equal to the
                    Required Ratings Threshold (such event, a “Required
                    Ratings Downgrade Event”),
                    then Party A shall, as soon as reasonably practicable and so
                    long as a
                    Required Ratings Downgrade Event is in effect, at its own expense,
                    using
                    commercially reasonable efforts, procure either (A) a Permitted
                    Transfer
                    or (B) an Eligible Guarantee from an Eligible Guarantor.
                    

                


        

        


        (e)       
            Compliance
          with Regulation AB.
          

         

        (i)  
           It
          shall
          be a swap disclosure event (“Swap
          Disclosure Event”)
          if, at
          any time after the date hereof while the Depositor has reporting obligations
          with respect to this Transaction pursuant to Regulation AB, the Depositor
          or
          Greenwich Capital Financial Products, Inc. (the “Sponsor”)
          notifies Party A that the aggregate “significance percentage” (calculated in
          accordance with the provisions of Item 1115 of Regulation AB) of all derivative
          instruments provided by Party A and any of its affiliates to Party B
          (collectively, the “Aggregate
          Significance Percentage”)
          is 9%
          or more.

         

        (ii)   Upon
          the
          occurrence of a Swap Disclosure Event while the Depositor has reporting
          obligations with respect to this Transaction pursuant to Regulation AB,
          Party A,
          at its own cost and expense (and without any expense or liability to the
          Depositor, the Sponsor, the Underwriters, the Depositor, the Trustee or
          the
          Issuing Entity), shall take one of the following actions:

         

        (a)                 
           provide
          to the Sponsor and the Depositor: (i) if the Aggregate Significance Percentage
          is 9% or more, but less than 10%, within thirty (30) days, either, at the
          sole
          discretion of Party A, the information required under Item 1115(b)(1) or
          Item
          1115(b)(2) of Regulation AB, (ii) if the Aggregate Significance Percentage
          is
          10% or more, but less than 20%, within five (5) Business Days, either,
          at the
          sole discretion of Party A, the information required under Item 1115(b)(1)
          or
          Item 1115(b)(2) of Regulation AB, (iii) if the Aggregate Significance Percentage
          is 19% or more, but less than 20%,, within thirty (30) days, the information
          required under Item 1115(b)(2) of Regulation AB or (iv) if the Aggregate
          Significance Percentage is 20% or more, within five (5) Business Days,
          the
          information required under Item 1115(b)(2) of Regulation AB; or

         

        (b)                 
           transfer
          in a Permitted Transfer (provided that a Permitted Transfer pursuant to
          this
          subclause (b) shall not require satisfaction of the Rating Agency Condition)
          its
          obligations under the Transaction to a counterparty with the Approved Ratings
          Thresholds (or which satisfies the Rating Agency Condition), that (x) provides
          the information specified in clause (a) above to the Depositor and Sponsor
          and
          (y) enters into documentation substantially similar to the documentation
          then in
          place between Party A and Party B. For purposes of this subclause (b),
          the
          parties agree that National Westminster Bank Plc (“NatWest”)
          shall
          be an acceptable replacement for Party A, so long as NatWest is able to
          provide
          the information required under subclause (a) above and satisfy the requirements
          of this subclause (b).

         

        (iii) 
           For so long as the Aggregate Significance Percentage is 10% or more the
          Depositor has reporting obligations with respect to this Transaction, Party
          A
          shall provide any updates to the information provided pursuant to clause
          (ii)(a)
          above to the Sponsor and the Depositor within five (5) Business Days following
          the availability thereof (but in no event more than 45 days after the end
          of
          each of Party A’s fiscal quarter for any quarterly update, and in no event more
          than 90 days after the end of Party A’s fiscal year for any annual
          update).

         

        (iv)
           All
          information provided pursuant to clause (ii) shall be in a form suitable
          for
          conversion to the format required for filing by the Depositor with the
          Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
          The
          parties hereto acknowledge that electronic files in Adobe Acrobat format
          will be
          deemed to satisfy the requirements of this Part 5(e)(iv). In addition,
          any such
          information, if audited, shall be accompanied by any necessary auditor’s
          consents or, if such information is unaudited, shall be accompanied by
          an
          appropriate agreed-upon procedures letter from Party A’s accountants. If
          permitted by Regulation AB, any such information may be provided by reference
          to
          or incorporation by reference from reports filed pursuant to the Exchange
          Act.

         

        
          	
                  (f)

                	
                  Transfers. 

                


        

         

        (i)             Section
          7
          is hereby amended to read in its entirety as follows:

         

        “Except
          with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
          5(d),
          Part 5(e)(ii)(b) or Part 5(f), neither Party A nor Party B is permitted
          to
          assign, novate or transfer (whether by way of security or otherwise) as
          a whole
          or in part any of its rights, obligations or interests under the Agreement
          or
          any Transaction unless (a) the prior written consent of the other party
          is
          obtained and (b) the Rating Agency Condition has been satisfied with respect
          to
          S&P and Fitch. At any time at which no Relevant Entity has credit ratings
          at
          least equal to the Approved Ratings Threshold, Party A may make a Permitted
          Transfer.”

         

        
          	 	
                  (ii)

                	
                  If
                    an Eligible Replacement has made a Firm Offer (which remains
                    an offer that
                    will become legally binding upon acceptance by Party B) to be
                    the
                    transferee pursuant to a Permitted Transfer, Party B shall, at
                    Party A’s
                    written request and at Party A’s expense, take any reasonable steps
                    required to be taken by Party B to effect such transfer.
                    

                


        

         

        
          	
                  (g)

                	
                  Non-Recourse.
                    Party A acknowledges and agree that, notwithstanding any provision
                    in this
                    Agreement to the contrary, the obligations of Party B hereunder
                    are
                    limited recourse obligations of Party B, payable solely from
                    the
                    Supplemental Interest Trust and the proceeds thereof, in accordance
                    with
                    the priority of payments and other terms of the Pooling and Servicing
                    Agreement and that Party A will not have any recourse to any
                    of the
                    directors, officers, employees, shareholders or affiliates of
                    the Party B
                    with respect to any claims, losses, damages, liabilities, indemnities
                    or
                    other obligations in connection with any transactions contemplated
                    hereby.
                    In the event that the Supplemental Interest Trust and the proceeds
                    thereof, funded in accordance with the priority of payments and
                    other
                    terms of the Pooling and Servicing Agreement, should be insufficient
                    to
                    satisfy all claims outstanding and following the realization
                    of the
                    account held by the Supplemental Interest Trust and the proceeds
                    thereof,
                    any claims against or obligations of Party B under the ISDA Master
                    Agreement or any other confirmation thereunder still outstanding
                    shall be
                    extinguished and thereafter not revive. The Supplemental Interest
                    Trust
                    Trustee shall not have liability for any failure or delay in
                    making a
                    payment hereunder to Party A due to any failure or delay in receiving
                    amounts in the account held by the Supplemental Interest Trust
                    from the
                    Trust created pursuant to the Pooling and Servicing Agreement.
                    This
                    provision will survive the termination of this
                    Agreement.

                


        

        


        
          	
                  (h)

                	
                  Timing
                    of Payments
                    by Party B upon Early Termination.
                    Notwithstanding anything to the contrary in Section 6(d)(ii),
                    to the
                    extent that all or a portion (in either case, the “Unfunded Amount”) of
                    any amount that is calculated as being due in respect of any
                    Early
                    Termination Date under Section 6(e) from Party B to Party A will
                    be paid
                    by Party B from amounts other than any upfront payment paid to
                    Party B by
                    an Eligible Replacement that has entered a Replacement Transaction
                    with
                    Party B, then such Unfunded Amount shall be due on the next subsequent
                    Distribution Date following the date on which the payment would
                    have been
                    payable as determined in accordance with Section 6(d)(ii), and
                    on any
                    subsequent Distribution Dates until paid in full (or if such
                    Early
                    Termination Date is the final Distribution Date, on such final
                    Distribution Date); provided,
                    however,
                    that if the date on which the payment would have been payable
                    as
                    determined in accordance with Section 6(d)(ii) is a Distribution
                    Date,
                    such payment will be payable on such Distribution
                    Date.

                


        

        


        
          	
                  (i)

                	
                  Rating
                    Agency Notifications. Notwithstanding
                    any other provision of this Agreement, no Early Termination Date
                    shall be
                    effectively designated hereunder by Party B and no transfer of
                    any rights
                    or obligations under this Agreement shall be made by either party
                    unless
                    each Swap Rating Agency has been given prior written notice of
                    such
                    designation or transfer. 

                


        

        


        
          	
                  (j)

                	
                  No
                    Set-off.
                    Except as expressly provided for in Section 2(c), Section 6 or
                    Part
                    1(f)(i)(D) hereof, and notwithstanding any other 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.
                    Section 6(e) shall be amended by deleting the following sentence:
“The
                    amount, if any, payable in respect of an Early Termination Date
                    and
                    determined pursuant to this Section will be subject to any
                    Set-off.”.

                


        

         

        
          	
                  (k)

                	
                  Amendment.
                    Notwithstanding any provision to the contrary in this Agreement,
                    no
                    amendment of either this Agreement or any Transaction under this
                    Agreement
                    shall be permitted by either party unless each of the Swap Rating
                    Agencies
                    has been provided prior written notice of the same and such amendment
                    satisfies the Rating Agency Condition with respect to S&P and
                    Fitch.

                


        

        


        
          	
                  (l)

                	
                  Notice
                    of Certain Events or Circumstances.
                    Each Party agrees, upon learning of the occurrence or existence
                    of any
                    event or condition that constitutes (or that with the giving
                    of notice or
                    passage of time or both would constitute) an Event of Default
                    or
                    Termination Event with respect to such party, promptly to give
                    the other
                    Party and to each Swap Rating Agency notice of such event or
                    condition;
                    provided
                    that failure to provide notice of such event or condition pursuant
                    to this
                    Part 5(l) shall not constitute an Event of Default or a Termination
                    Event.

                


        

         

        (m)          Proceedings.
          No
          Relevant Entity shall institute against, or cause any other person to institute
          against, or join any other person in instituting against Party B, the
          Supplemental Interest Trust, or the trust formed pursuant to the Pooling
          and
          Servicing Agreement, in any bankruptcy, reorganization, arrangement, insolvency
          or liquidation proceedings or other proceedings under any federal or state
          bankruptcy or similar law for a period of one year (or, if longer, the
          applicable preference period) and one day following payment in full of
          the
          Certificates and any Notes. This provision will survive the termination
          of this
          Agreement. 

        


        
          	
                  (n)

                	
                  Supplemental
                    Interest Trust Trustee Liability Limitations.
                    It
                    is expressly understood and agreed by the parties hereto that
                    (a) this
                    Agreement is executed by Deutsche Bank National Trust Company
                    (“DBNTC”)
                    not in its individual capacity, but solely as Supplemental Interest
                    Trust
                    Trustee under the Pooling and Servicing Agreement in the exercise
                    of the
                    powers and authority conferred and invested in it thereunder;
                    (b) DBNTC
                    has been directed pursuant to the Pooling and Servicing Agreement
                    to enter
                    into this Agreement and to perform its obligations hereunder;
                    (c) each of
                    the representations, undertakings and agreements herein made
                    on behalf of
                    the Supplemental Interest Trust is made and intended not as personal
                    representations of the Supplemental Interest Trust Trustee but
                    is made and
                    intended for the purpose of binding only the Supplemental Interest
                    Trust;
                    and (d) under no circumstances shall DBNTC
                    in its individual capacity be personally liable for any payments
                    hereunder
                    or for the breach or failure of any obligation, representation,
                    warranty
                    or covenant made or undertaken under this
                    Agreement.

                


        

        


        
          	
                  (o)

                	
                  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) in any respect,
                    the
                    remaining terms, provisions, covenants, and conditions hereof
                    shall
                    continue in full force and effect as if this Agreement had been
                    executed
                    with the invalid or unenforceable portion eliminated, so long
                    as this
                    Agreement as so modified continues to express, without material
                    change,
                    the original intentions of the parties as to the subject matter
                    of this
                    Agreement and the deletion of such portion of this Agreement
                    will not
                    substantially impair the respective benefits or expectations
                    of the
                    parties; provided,
                    however,
                    that this severability provision shall not be applicable if any
                    provision
                    of Section 2, 5, 6, or 13 (or any definition or provision in
                    Section 14 to
                    the extent it relates to, or is used in or in connection with
                    any such
                    Section) shall be so held to be invalid or unenforceable.
                    

                


        

        


        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. 

        


        
          	
                  (p)

                	
                  Party
                    B as Agent. Party
                    A acknowledges that Party B is acting as the Supplemental Interest
                    Trust
                    Trustee for the Supplemental Interest Trust under the Pooling
                    and
                    Servicing Agreement to carry out certain functions on behalf
                    of the
                    Supplemental Interest Trust. 

                


        

         

        
          	
                  (q)

                	
                  [Reserved]

                


        

         

        
          	
                  (r)

                	
                  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 trading, marketing, and operations personnel of the parties
                    and
                    their Affiliates, waives any further notice of such monitoring
                    or
                    recording, and agrees to notify such personnel of such monitoring
                    or
                    recording. 

                


        

        


        
          	
                  (s)

                	
                  Waiver
                    of Jury Trial.
                    Each party waives any right it may have to a trial by jury in
                    respect of
                    any in respect of any suit, action or proceeding relating to
                    this
                    Agreement or any Credit Support Document.


                


        

        


        
          	
                  (t)

                	
                  Form
                    of ISDA Master Agreement. Party
                    A and Party B hereby agree that the text of the body of the ISDA
                    Master
                    Agreement is intended to be the printed form of the ISDA Master
                    Agreement
                    (Multicurrency - Crossborder) as published and copyrighted in
                    1992 by the
                    International Swaps and Derivatives Association,
                    Inc.

                


        

        


        
          	
                  (u)

                	
                  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 the account specified in
                    Item 4 of
                    this Confirmation, below. 

                


        

        


        
          	
                  (v)

                	
                  Additional
                    representations.

                


        

        


        
          	 	
                  (i)

                	
                  Representations
                    of Party A.
                    Party A represents to Party B on the date on which Party A enters
                    into
                    each Transaction that:--

                


        

         

        Party
          A’s
          obligations under this Agreement rank pari
          passu
          with all
          of Party A’s other unsecured, unsubordinated obligations except those
          obligations preferred by operation of law.

        


        
          	 	
                  (ii)

                	
                  Capacity.
                    Party A represents to Party B on the date on which Party A enters
                    into
                    this Agreement that it is entering into the Agreement and the
                    Transaction
                    as principal and not as agent of any person. Party B represents
                    to Party A
                    on the date on which Party B enters into this Agreement that
                    it is
                    entering into the Agreement and the Transaction in its capacity
                    as
                    Supplemental Interest Trustee.

                


        

         

        
          	
                  (w)

                	
                  Acknowledgements.

                


        

        


        
          	 	
                  (i)

                	
                  Substantial
                    financial transactions.
                    Each party hereto is hereby advised and acknowledges as of the
                    date hereof
                    that the other party has engaged in (or refrained from engaging
                    in)
                    substantial financial transactions and has taken (or refrained
                    from
                    taking) other material actions in reliance upon the entry by
                    the parties
                    into the Transaction being entered into on the terms and conditions
                    set
                    forth herein and in the Pooling and Servicing Agreement relating
                    to such
                    Transaction, as applicable. This paragraph shall be deemed repeated
                    on the
                    trade date of each Transaction.

                


        

         

        
          	 	
                  (ii)

                	
                  Bankruptcy
                    Code.
                    Subject to Part 5(m), without limiting the applicability if any,
                    of any
                    other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                    Code”) (including without limitation Sections 362, 546, 556, and 560
                    thereof and the applicable definitions in Section 101 thereof),
                    the
                    parties acknowledge and agree that all Transactions entered into
                    hereunder
                    will constitute “forward contracts” or “swap agreements” as defined in
                    Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                    Section 761 of the Bankruptcy Code, that the rights of the parties
                    under
                    Section 6 of this Agreement will constitute contractual rights
                    to
                    liquidate Transactions, that any margin or collateral provided
                    under any
                    margin, collateral, security, pledge, or similar agreement related
                    hereto
                    will constitute a “margin payment” as defined in Section 101 of the
                    Bankruptcy Code, and that the parties are entities entitled to
                    the rights
                    under, and protections afforded by, Sections 362, 546, 556, and
                    560 of the
                    Bankruptcy Code.

                


        

         

        (x)         
           Agency
          Role of Greenwich Capital Markets, Inc.
          In connection with this Agreement, Greenwich Capital Markets, Inc. has
          acted as
          agent on behalf of The Royal Bank of Scotland plc. Greenwich Capital Markets,
          Inc. has not guaranteed and is not otherwise responsible for the obligations
          of
          The Royal Bank of Scotland plc under this Agreement.

        


        (y)         
           [Reserved]

        


        (z)           Additional
          Definitions. 

         

        As
          used
          in this Agreement, the following terms shall have the meanings set forth
          below,
          unless the context clearly requires otherwise: 

         

        “Approved
          Ratings Threshold”
          means
          each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
          Ratings Threshold, and the Fitch Approved Ratings Threshold.

        


        “Approved
          Replacement” means,
          with respect to a Market Quotation, an entity making such Market Quotation,
          which entity would satisfy conditions (a), (b) and (c) of the definition
          of
          Permitted Transfer (as determined by Party B in its sole discretion, acting
          in a
          commercially reasonable manner) if such entity were a Transferee, as defined
          in
          the definition of Permitted Transfer.

        


        “Eligible
          Guarantee”
          means an
          unconditional and irrevocable guarantee of all present and future obligations
          (for the avoidance of doubt, not limited to payment obligations) of Party
          A or
          an Eligible Replacement to Party B under this Agreement that is provided
          by an
          Eligible Guarantor as principal debtor rather than surety and that is directly
          enforceable by Party B, the form and substance of which guarantee are subject
          to
          the Rating Agency Condition with respect to S&P and Fitch, and either (A) a
          law firm has given a legal opinion confirming that none of the guarantor’s
          payments to Party B under such guarantee will be subject to Tax
          collected by withholding or
          (B)
          such guarantee provides that, in the event that any of such guarantor’s payments
          to Party B are subject to Tax collected by withholding, such guarantor
          is
          required to pay such additional amount as is necessary to ensure that the
          net
          amount actually received by Party B (free and clear of any Tax collected
          by
          withholding) will equal the full amount Party B would have received had
          no such
          withholding been required.

        


        “Eligible
          Guarantor” means
          an
          entity that (A) has credit ratings at least equal to the Approved Ratings
          Threshold or (B) has credit ratings at least equal to the Required Ratings
          Threshold, provided,
          for the
          avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor
          with
          credit ratings below the Approved Ratings Threshold will not cure or prevent
          the
          occurrence of a Collateral Event (as defined in the Credit Support Annex).
          

        


        “Eligible
          Replacement”
          means an
          entity (i) that has credit ratings at least equal to the Approved Ratings
          Threshold, (ii) has credit ratings at least equal to the Required Ratings
          Threshold, provided,
          for the
          avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor
          with
          credit ratings below the Approved Ratings Threshold will not cure or prevent
          the
          occurrence of a Collateral Event (as defined in the Credit Support Annex),
          or
          (iii) the present and future obligations (for the avoidance of doubt, not
          limited to payment obligations) of which entity to Party B under this Agreement
          are guaranteed pursuant to an Eligible Guarantee provided by an Eligible
          Guarantor.

        


        “Estimated
          Swap Termination Payment”
          means,
          with respect to an Early Termination Date, an amount determined by Party
          A in
          good faith and in a commercially reasonable manner as the maximum payment
          that
          could be owed by Party B to Party A in respect of such Early Termination
          Date
          pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
          then
          current market conditions.

        


        “Firm
          Offer”
          means
          (A) with respect to an Eligible Replacement, a quotation from such Eligible
          Replacement (i) in an amount equal to the actual amount payable by or to
          Party B
          in consideration of an agreement between Party B and such Eligible Replacement
          to replace Party A as the counterparty to this Agreement by way of novation
          or,
          if such novation is not possible, an agreement between Party B and such
          Eligible
          Replacement to enter into a Replacement Transaction (assuming that all
          Transactions hereunder become Terminated Transactions), and (ii) that
          constitutes an offer by such Eligible Replacement to replace Party A as
          the
          counterparty to this Agreement or enter a Replacement Transaction that
          will
          become legally binding upon such Eligible Replacement upon acceptance by
          Party
          B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
          Guarantor to provide an Eligible Guarantee that will become legally binding
          upon
          such Eligible Guarantor upon acceptance by the offeree.

        


        “Fitch”
          means
          Fitch Ratings Ltd., or any successor thereto.

        


        “Fitch
          Approved Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a long-term unsecured and unsubordinated debt rating
          from
          Fitch of “A” and a short-term unsecured and unsubordinated debt rating from
          Fitch of “F1”.

        


        “Fitch
          Required Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the Fitch
          Required
          Ratings Threshold.

        


        “Fitch
          Required Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a long-term unsecured and unsubordinated debt rating
          from
          Fitch of 

        “BBB-”.

        


        “Moody’s”
          means
          Moody’s Investors Service, Inc., or any successor thereto. 

        


        “Moody’s
          First Trigger Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
          short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
          or (ii) if such entity does not have a short-term unsecured and unsubordinated
          debt rating or counterparty rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

        


        “Moody’s
          Second Trigger Ratings Event” means
          that no
          Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
          Second Trigger Ratings Threshold. 

        


        “Moody’s
          Second Trigger Ratings Threshold” means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, (i) if such entity has a short-term unsecured and
          unsubordinated debt rating from Moody’s, a long-term unsecured and
          unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
          short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
          or (ii) if such entity does not have a short-term unsecured and unsubordinated
          debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
          or counterparty rating from Moody’s of “A3”.

        


        “Permitted
          Transfer” means
          a
          transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
          Part
          5(e)(ii)(b), Part 5(f) or the second sentence of Section 7 (as amended
          herein)
          to a transferee (the “Transferee”)
          of all,
          but not less than all, of Party A’s rights, liabilities, duties and obligations
          under this Agreement, with respect to which transfer each of the following
          conditions is satisfied: (a) the Transferee is an Eligible Replacement;
          (b)
          Party A and the Transferee are both “dealers in notional principal contracts”
within the meaning of Treasury regulations section 1.1001-4; (c) as of
          the date
          of such transfer the Transferee would not be required to withhold or deduct
          on
          account of Tax from any payments under this Agreement or would be required
          to
          gross up for such Tax under Section 2(d)(i)(4); (d) an Event of Default
          or
          Termination Event would not occur as a result of such transfer; (e) pursuant
          to
          a written instrument (the “Transfer
          Agreement”),
          the
          Transferee acquires and assumes all rights and obligations of Party A under
          the
          Agreement and the relevant Transaction; (f) Party B shall have determined,
          in
          its sole discretion, acting in a commercially reasonable manner, that such
          Transfer Agreement is effective to transfer to the Transferee all, but
          not less
          than all, of Party A’s rights and obligations under the Agreement and all
          relevant Transactions; (g) Party A will be responsible for any costs or
          expenses
          incurred in connection with such transfer (including any replacement cost
          of
          entering into a replacement transaction); (h) either (A) Moody’s has been given
          prior written notice of such transfer and the Rating Agency Condition is
          satisfied with respect to S&P and Fitch or (B) each Swap Rating Agency has
          been given prior written notice of such transfer and such transfer is in
          connection with the assignment and assumption of this Agreement without
          modification of its terms, other than party names, dates relevant to the
          effective date of such transfer, tax representations (provided that the
          representations in Part 2(a)(i) are not modified) and any other representations
          regarding the status of the substitute counterparty of the type included
          in Part
          5(b)(iv) or Part 5(v), notice information and account details; and (i)
          such
          transfer otherwise complies with the terms of the Pooling and Servicing
          Agreement.

         

        “Rating
          Agency Condition”
          means,
          with respect to any particular proposed act or omission to act hereunder
          and
          each Swap Rating Agency specified in connection with such proposed act
          or
          omission, that the party acting or failing to act must consult with each
          of the
          specified Swap Rating Agencies and receive from each such Swap Rating Agency
          a
          prior written confirmation that the proposed action or inaction would not
          cause
          a downgrade or withdrawal of the then-current rating of any Certificates
          or
          Notes.

        


        “Relevant
          Entity” means
          Party A and, to the extent applicable, a guarantor under an Eligible
          Guarantee.

        


        “Replacement
          Transaction”
          means,
          with respect to any Terminated Transaction or group of Terminated Transactions,
          a transaction or group of transactions that (i) would have the effect of
          preserving for Party B the economic equivalent of any payment or delivery
          (whether the underlying obligation was absolute or contingent and assuming
          the
          satisfaction of each applicable condition precedent) by the parties under
          Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
          Transactions that would, but for the occurrence of the relevant Early
          Termination Date, have been required after that Date, and (ii) has terms
          which
          are substantially the same as this Agreement, including, without limitation,
          rating triggers, Regulation AB compliance, and credit support documentation,
          save for the exclusion of provisions relating to Transactions that are
          not
          Terminated Transaction, as determined by Party B in its sole discretion,
          acting
          in a commercially reasonable manner.

        


        “Required
          Ratings Downgrade Event”
          shall
          have the meaning assigned thereto in Part 5(d).

        


        “Required
          Ratings Threshold” means
          each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
          Ratings Threshold, and the Fitch Required Ratings Threshold.

        


        “S&P”
          means
          Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
          Inc., or any successor thereto. 

        


        “S&P
          Approved Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a short-term unsecured and unsubordinated debt rating
          from
          S&P of “A-1”, or, if such entity does not have a short-term unsecured and
          unsubordinated debt rating from S&P, a long-term unsecured and
          unsubordinated debt rating from S&P of “A+”.

        


        “S&P
          Required Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Required Ratings Threshold.

        


        “S&P
          Required Ratings Threshold”
          means,
          with respect to Party A, the guarantor under an Eligible Guarantee or an
          Eligible Replacement, a long-term unsecured and unsubordinated debt rating
          from
          S&P of “BBB+”.

        


        “Swap
          Rating Agencies”
          means,
          with respect to any date of determination, each of S&P, Moody’s, and Fitch,
          to the extent that each such rating agency is then providing a rating for
          any of
          the Soundview Home Loan Trust 2006-WF2 Asset-Backed Certificates, Series
          2006-WF2 (the “Certificates”) or any notes backed by the Certificates (the
“Notes”).

         

        4.          
           Account
          Details and Settlement Information:  

         

        
          	
                  Payments
                    to Party A:

                	
                  For
                    the account of The Royal Bank of Scotland Financial Markets Fixed
                    Income
                    and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                    with
                    JPMorgan Chase Bank, New York CHASUS33, ABA # 021000021

                
	 	
                  Account
                    Number 400930153

                
	 	 
	
                  Payments
                    to Party B:

                	
                  Bankers
                    Trust Co

                
	 	
                  ABA
                    # 021001033

                
	 	
                  Account
                    #: 01419663

                
	 	
                  Account
                    Name: NYLTD Funds Control/Stars West

                
	 	
                  Ref:
                    Soundview 2006-WF2 Swap GC06W2

                


        

        


        This
          Agreement may be executed in several counterparts, each of which shall
          be deemed
          an original but all of which together shall constitute one and the same
          instrument.

        


        [Remainder
          of this page intentionally left blank.]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        We
          are
          very pleased to have executed this Transaction with you and we look forward
          to
          completing other transactions with you in the near future.

        


        Very
          truly yours,

        


        THE
          ROYAL BANK OF SCOTLAND PLC

         

        By:
          Greenwich Capital Markets, Inc., its agent

         

        


         

        
          	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        


         

        


         

        Accepted
          and confirmed as of the Trade Date written above:

         

        


         

        DEUTSCHE
          BANK NATIONAL TRUST COMPANY, NOT
          IN
          ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL INTEREST TRUST TRUSTEE
          FOR
          THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO SOUNDVIEW HOME LOAN TRUST
          2006-WF2 ASSET BACKED PASS-THROUGH CERTIFICATES, SERIES 2006-WF2

         

        


         

        
          	
                  By:

                	 
	
                  Name:

                	 
	
                  Title:

                	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        SCHEDULE
          I

        (all
          such
          dates subject to No Adjustment with respect to Fixed Rate Payer Period
          End Dates
          and adjustment in accordance with the Following Business Day Convention
          with
          respect to Floating Rate Payer Period End Dates)

        


        
          	
                  From
                    and including

                	
                  To
                    but excluding

                	
                  Notional
                    Amount (USD)

                
	 	 	 
	
                  11/25/07
                    

                	
                  12/25/07
                    

                	
                  3,801,118.36

                
	
                  12/25/07
                    

                	
                  01/25/08
                    

                	
                  3,658,879.10

                
	
                  01/25/08
                    

                	
                  02/25/08
                    

                	
                  3,522,006.41

                
	
                  02/25/08
                    

                	
                  03/25/08
                    

                	
                  3,389,425.39

                
	
                  03/25/08
                    

                	
                  04/25/08
                    

                	
                  3,262,508.92

                
	
                  04/25/08
                    

                	
                  05/25/08
                    

                	
                  3,138,158.50

                
	
                  05/25/08
                    

                	
                  06/25/08
                    

                	
                  3,019,525.72

                
	
                  06/25/08
                    

                	
                  07/25/08
                    

                	
                  2,896,895.42

                
	
                  07/25/08
                    

                	
                  08/25/08
                    

                	
                  2,762,701.30

                
	
                  08/25/08
                    

                	
                  09/25/08
                    

                	
                  2,529,680.63

                
	
                  09/25/08
                    

                	
                  10/25/08
                    

                	
                  1,970,720.85

                
	
                  10/25/08
                    

                	
                  11/25/08
                    

                	
                  652,871.82

                
	
                  11/25/08
                    

                	
                  12/25/08
                    

                	
                  618,041.70

                
	
                  12/25/08
                    

                	
                  01/25/09
                    

                	
                  595,687.92

                
	
                  01/25/09
                    

                	
                  02/25/09
                    

                	
                  575,406.05

                
	
                  02/25/09
                    

                	
                  03/25/09
                    

                	
                  556,972.72

                
	
                  03/25/09
                    

                	
                  04/25/09
                    

                	
                  539,170.05

                
	
                  04/25/09
                    

                	
                  05/25/09
                    

                	
                  521,974.43

                
	
                  05/25/09
                    

                	
                  06/25/09
                    

                	
                  505,363.25

                
	
                  06/25/09
                    

                	
                  07/25/09
                    

                	
                  488,480.22

                
	
                  07/25/09
                    

                	
                  08/25/09
                    

                	
                  472,435.31

                
	
                  08/25/09
                    

                	
                  09/25/09
                    

                	
                  453,404.97

                
	
                  09/25/09
                    

                	
                  10/25/09
                    

                	
                  428,759.41

                
	
                  10/25/09
                    

                	
                  11/25/09
                    

                	
                  405,003.45

                
	
                  11/25/09
                    

                	
                  12/25/09
                    

                	
                  392,676.15

                
	
                  12/25/09
                    

                	
                  01/25/10
                    

                	
                  380,741.81

                
	
                  01/25/10
                    

                	
                  02/25/10
                    

                	
                  369,186.90

                
	
                  02/25/10
                    

                	
                  03/25/10
                    

                	
                  357,998.38

                
	
                  03/25/10
                    

                	
                  04/25/10
                    

                	
                  347,163.73

                
	
                  04/25/10
                    

                	
                  05/25/10
                    

                	
                  336,670.90

                
	
                  05/25/10
                    

                	
                  06/25/10
                    

                	
                  326,508.29

                
	
                  06/25/10
                    

                	
                  07/25/10
                    

                	
                  316,664.74

                
	
                  07/25/10
                    

                	
                  08/25/10
                    

                	
                  307,129.51

                
	
                  08/25/10
                    

                	
                  09/25/10
                    

                	
                  297,892.25

                
	
                  09/25/10
                    

                	
                  10/25/10
                    

                	
                  288,943.00

                
	
                  10/25/10
                    

                	
                  11/25/10
                    

                	
                  280,272.17

                
	
                  11/25/10
                    

                	
                  12/25/10
                    

                	
                  271,870.53

                
	
                  12/25/10
                    

                	
                  01/25/11
                    

                	
                  263,729.17

                
	
                  01/25/11
                    

                	
                  02/25/11
                    

                	
                  255,839.51

                
	
                  02/25/11
                    

                	
                  03/25/11
                    

                	
                  248,193.28

                
	
                  03/25/11
                    

                	
                  04/25/11
                    

                	
                  240,782.52

                
	
                  04/25/11
                    

                	
                  05/25/11
                    

                	
                  233,599.54

                
	
                  05/25/11
                    

                	
                  06/25/11
                    

                	
                  226,636.93

                
	
                  06/25/11
                    

                	
                  07/25/11
                    

                	
                  219,887.55

                
	
                  07/25/11
                    

                	
                  08/25/11
                    

                	
                  213,344.50

                
	
                  08/25/11
                    

                	
                  09/25/11
                    

                	
                  207,001.14

                
	
                  09/25/11
                    

                	
                  10/25/11
                    

                	
                  200,851.04

                
	
                  10/25/11
                    

                	
                  11/25/11
                    

                	
                  194,886.34

                
	
                  11/25/11
                    

                	
                  12/25/11
                    

                	
                  189,102.51

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Annex
          A

        


        Paragraph
          13 of the Credit Support Annex

        


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R-1

       

      


       

      FORM
        OF
        WATCHLIST REPORT

       

      Available
        Upon Request

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R-2 

      


      FORM
        OF
        LOSS SEVERITY REPORT

       

      Available
        Upon Request

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        R-3 

      


      [Reserved]

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        R-4

       

      FORM
        OF
        PREPAYMENT PREMIUMS REPORT

       

      


       

      Available
        Upon Request

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        R-5

       

      FORM
        OF
        ANALYTICS REPORT

       

      Available
        Upon Request

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      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

      Credit
        Risk Manager - the party providing oversight of the Servicer

      


      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

              	
                Credit
                  Risk Manager

              
	 	
                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.


              	
                X

              	
                X

              	
                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.
                  

              	
                X

              	 	 	 
	
                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

              	
                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

              	
                 

              	 	 
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                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

              	 	 	 
	
                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

              	 	 	 
	
                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

              	 	 	 
	
                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

              	 	 	 
	
                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

              	 


      

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      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). 

      


      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 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 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: Servicer

                 

                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: Servicer

              
	
                (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 and Servicer

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                Form
                  10-D report: Depositor, and Servicer

              
	
                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

                Issuing
                  entity

                Servicer

                Originator
                  

                Custodian

              	
                 

                 

                 

                 

                 

                 

                Seller

                Depositor

                Trustee

                Depositor

                Servicer

                Depositor

                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)

              	
                 

                 

                 

                Trustee

              
	
                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

              	
                 

                Depositor

                Depositor

                 

                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

              	
                All
                  parties to this Agreement

              
	
                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.

              	
                All
                  parties to this Agreement

              
	
                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 Servicer 

                 

                 

                 

                 

                Depositor

              
	
                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

              	
                All
                  parties to this Agreement

              
	
                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

              	
                 

                Depositor

                Depositor

                Depositor

              
	
                Item
                  1117 - 

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Servicer

                Originator
                  

                Custodian

              	
                 

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Servicer

                Depositor
                  

                Custodian

              
	
                Item
                  1119 - Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Servicer

                Originator
                  

                Custodian
                  

                Credit
                  Enhancer/Support Provider, if any

                Significant
                  Obligor, if any

              	
                 

                 

                Seller

                Depositor

                Trustee

                Issuing
                  entity

                Servicer

                Depositor
                  

                Custodian
                  

                Depositor

                Depositor

              
	
                Item
                  1122 - Assessment of Compliance with Servicing
                  Criteria

              	
                Each
                  Party participating in the servicing function

              
	
                Item
                  1123 -Servicer Compliance Statement

              	
                Servicer

              


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        U

       

      [Reserved]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      


       

      EXHIBIT
        V

       

      [Reserved]

       

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        W

       

      [Reserved]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      EXHIBIT
        X

       

      FORM
        OF
        BASIS RISK CAP AGREEMENT

       

      
        
          
            	
                    
                      

                    

                  	
                    Financial
                      Markets

                    280
                      Bishopsgate

                    London
                      EC2M 4RB

                  


          

        

         

        
          
            	
                    Date:

                  	 	
                    December
                      21, 2006

                  
	 	 	 
	
                    To:

                  	 	
                    Deutsche
                      Bank National Trust Company, not individually, but solely as
                      trustee for
                      the Trust with respect to Soundview Home Loan Trust
                      2006-WF2

                  
	 	 	
                    1761
                      East Saint Andrew Place

                  
	 	 	
                    Santa
                      Ana, CA 92705

                  
	 	 	
                    Tel:
                      (714) 247-6248

                  
	 	 	
                    Fax:
                      (714) 244-6478

                  
	
                    Attention:

                  	 	
                    Trust
                      Administration - GC06W2

                  
	 	 	 
	
                    From:

                  	 	
                    The
                      Royal Bank of Scotland plc

                  
	 	 	
                    c/o
                      RBS Financial Markets

                  
	 	 	
                    Level
                      7, 135 Bishopsgate

                  
	 	 	
                    London
                      EC2M 3UR

                  
	 	 	
                    Attn:
                      Head of Legal, Financial Markets 

                  
	 	 	
                    Tel:
                      44 207 085 5000

                  
	 	 	
                    Fax:
                      44 207 085 8411

                  
	 	 	 
	
                    Copy
                      To:

                  	 	
                    600
                      Steamboat Road

                  
	 	 	
                    Greenwich,
                      CT 06830

                  
	 	 	
                    Attn:
                      Legal Department - Derivatives Documentation

                  
	 	 	
                    Tel.:
                      203-618-2531/32

                  
	 	 	
                    Fax:
                      203-618-2533/34

                  
	 	 	 
	
                    Our
                      Reference No.:

                  	 	
                    IRG16156287.2A
                      / 2B

                  
	 	 	 
	
                    Re:

                  	 	
                    Interest
                      Rate Cap Transaction

                  


          

        

        


        Ladies
          and Gentlemen:

        


        The
          purpose of this letter agreement is to set forth the terms and conditions
          of the
          Transaction entered into between Royal Bank of Scotland plc (“Party A”) and
          Deutsche Bank National Trust Company, not individually, but solely as trustee
          for the trust (the “Trust”) created under the Pooling and Servicing Agreement
          (“Party B”) on the Trade Date specified below (the “Transaction”). This letter
          agreement constitutes a “Confirmation” as referred to in the Agreement specified
          below.

        


        The
          definitions and provisions contained in the 2000 ISDA Definitions (the
          “Definitions”) as published by the International Swaps and Derivatives
          Association, Inc. are incorporated by reference herein. In the event of
          any
          inconsistency between the Definitions and this Confirmation, this Confirmation
          will govern.

        


        For
          the
          purpose of this Confirmation, all references in the Definitions or the
          Agreement
          to a “Swap Transaction” shall be deemed to be references to this
          Transaction.

        


        1.  
           This
          Confirmation supplements, forms part of, and is subject to, ISDA Master
          Agreement dated as of December 21, 2006 (as the same may be amended or
          supplemented from time to time, the “Agreement”), between Party A and Party B.
          All provisions contained in the Agreement shall govern this Confirmation
          except
          as expressly modified below.

        


        2.  
           The
          terms
          of the particular Transaction to which this Confirmation relates are as
          follows:

        


        
          	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the lesser of (i) the amount
                    set forth
                    on Schedule A attached hereto and (ii) the outstanding principal
                    balance
                    of the Notes as of the first day of such Calculation Period (the
“Relevant
                    Balance”).

                


        

        
          	 	
                  The
                    Trustee shall make available each month on its website a statement
                    containing the Relevant Balance at least five (5) Business Days
                    prior to
                    the related Floating Rate Payer Payment Date, and Party A shall
                    be
                    entitled to rely conclusively upon such statement. The Trustee’s internet
                    website is located at www.tss.db.com/invr and assistance in using
                    the
                    website can be obtained by calling
                    800-735-7777.

                


        

        
          	 	 


          	 	
                  Any
                    payment by Party A to to Party B in excess of the amount due
                    under this
                    Transaction on any Floating Rate Payer Payment Date (as a result
                    of the
                    Notional Amount for the related Calculation Period being other
                    than the
                    amount set forth in Schedule A hereto for such Calculation Period)
                    shall
                    be returned by Party B to Party A as soon as Party B becomes
                    aware of such
                    overpayment. Other than the return of such overpayment, neither
                    Party B
                    nor Party A shall incur any penalty or liability hereunder with
                    respect to
                    such overpayment.

                


        

         

        
          	 	
                  Trade
                    Date:

                	
                  December
                    18, 2006

                


        

         

        
          	 	
                  Effective
                    Date:

                	
                  January
                    25, 2007

                


        

         

        
          	 	
                  Termination
                    Date:

                	
                  November
                    25, 2007, subject to adjustment in accordance with the Business
                    Day
                    Convention.

                


        

        


        Fixed
          Amounts:

        


        


        
          	 	
                  Fixed
                    Rate Payer:

                	
                  Party
                    B

                
	 	 	 
	 	
                  Fixed
                    Rate Payer Payment Date:

                	
                  December
                    21, 2006.

                
	 	 	 
	 	
                  Fixed
                    Amount:

                	
                  USD
                    1,000.00 

                
	 	 	 


        

        


        Floating
          Amounts:

        


        
          	 	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                
	 	 	 
	 	
                  Strike
                    Rate:

                	
                  As
                    set forth in Schedule A

                
	 	
                  Floating
                    Rate Payer Period End Dates:

                	
                  The
                    25th day of each month, commencing February 25, 2007, through
                    and
                    including the Termination Date, subject to adjustment in accordance
                    with
                    the Business Day Convention.

                
	 	 	 
	 	
                  Floating
                    Rate Payer Payment Dates:

                	
                  Early
                    Payment shall be applicable. The Floating Rate Payer Payment
                    Dates shall
                    be one (1) Business Day prior to each Floating Rate Payer Period
                    End
                    Date.

                
	 	 	 
	 	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA,
                    provided, however, that if the Floating Rate Option for any Calculation
                    Period is greater than 10.50%, then the Floating Rate for such
                    Calculation
                    Period shall be deemed to be 10.50%.

                
	 	 	 
	 	
                  Designated
                    Maturity:

                	
                  1
                    month

                
	 	 	 
	 	
                  Spread:

                	
                  None

                
	 	 	 
	 	
                  Floating
                    Rate Day Count Fraction:

                	
                  Actual/360

                
	 	 	 
	 	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period

                
	 	 	 
	 	
                  Compounding:

                	
                  Inapplicable:

                


        

        


        Calculation
          Agent:                                    
 Party
          A

        


        Business
          Days:                                           New
          York


        


        Business
          Day
          Convention                        
 Following

        


        3.  
           Account
          Details:

        


        Account
          Details for Party A:

        


        For
          the
          account of The Royal Bank of Scotland

        Financial
          Markets Fixed Income and Interest Rate

        Derivative
          Operations, London SWIFT RBOSGB2RTCM

        with
          JPMorgan Chase Bank, New York CHASUS33

        ABA
          #
          021000021

        Account
          Number 400930153

        


        Account
          Details for Party B:

        


        Bankers
          Trust Co

        ABA
          #
          021-001-033

        Account
          #: 01419663

        Account
          Name: NYLTD Funds Control/Stars West

        Ref:
          Soundview 2006-WF2 GC06W2

        


        4.    Offices:

        


        The
          Office of Party A for this Transaction is London, England

        


        
          	
                  5.

                	
                  It
                    is expressly understood and agreed by the parties hereto that
                    (i) this
                    Confirmation is executed and delivered by Deutsche Bank National
                    Trust
                    Company, not individually or personally but solely as trustee
                    of the
                    Trust, in the exercise of the powers and authority conferred
                    and vested in
                    it under the Pooling and Servicing Agreement, (ii) each of the
                    representations, undertakings and agreements herein made on the
                    part of
                    the Trust is made and intended not as personal representations,
                    undertakings and agreements by Deutsche Bank National Trust Company
                    but is
                    made and intended for the purpose of binding only the Trust,
                    (iii) nothing
                    herein contained shall be construed as creating any liability
                    on the part
                    of Deutsche Bank National Trust Company, individually or personally,
                    to
                    perform any covenant either expressed or implied contained herein,
                    all
                    such liability, if any, being expressly waived by the parties
                    hereto and
                    by any Person claiming by, through or under the parties hereto
                    and (iv)
                    under no circumstances shall Deutsche Bank National Trust Company
                    be
                    personally liable for the payment of any indebtedness or expenses
                    of the
                    Trust or be liable for the breach or failure of any obligation,
                    representation, warranty or covenant made or undertaken by Party
                    B under
                    this Confirmation or any other related
                    documents.

                


        

        


        
          	
                  6.

                	
                  Agency
                    Role of Greenwich Capital Markets, Inc. This Transaction has
                    been entered
                    into by Greenwich Capital Markets, Inc., as agent for The Royal
                    Bank of
                    Scotland plc. Greenwich Capital Markets, Inc. has not guaranteed
                    and is
                    not otherwise responsible for the obligations of Party A under
                    this
                    Transaction.

                


        

        


        [Signature
          Page Immediately Follows]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Please
          promptly confirm that the foregoing correctly sets forth the terms of the
          Transaction entered into between us by executing this Confirmation and
          returning
          it to us by facsimile to:

        


        The
          Royal
          Bank of Scotland plc

        Attention:
          Derivatives Documentation

        Fax:
          0207
          375 6724 / 6486 Phone: 0207 375 4225

        


        
          	
                  For
                    and on behalf of 

                  ROYAL
                    BANK OF SCOTLAND PLC

                  By:
                    Greenwich Capital Markets, Inc., its agent

                	
                   

                	
                  For
                    and on behalf of

                  Deutsche
                    Bank National Trust Company, not individually, but solely as
                    trustee for
                    the Trust with respect to Soundview Home Loan Trust
                    2006-WF2

                   

                
	 	 	 
	 	 	 
	
                  Name: 

                  Title: 

                  Date: 

                	
                   

                	
                  Name:

                  Title: 

                  Date: 

                


        

        


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        SCHEDULE
          A

        


        All
          dates
          subject to adjustment in accordance with the Following Business Day
          Convention.

        


        
          
            	
                    From
                      and including:

                  	
                    To
                      but excluding:

                  	
                    Notional
                      Amount (USD):

                  	
                    Strike
                      Rate

                  
	
                    1/25/2007

                  	
                    2/25/2007

                  	
                    1,222,222,449.00
                      

                  	
                    7.949520
                      

                  
	
                    2/25/2007

                  	
                    3/25/2007

                  	
                    1,209,353,318.00
                      

                  	
                    8.800150
                      

                  
	
                    3/25/2007

                  	
                    4/25/2007

                  	
                    1,193,831,106.00
                      

                  	
                    7.947460
                      

                  
	
                    4/25/2007

                  	
                    5/25/2007

                  	
                    1,175,681,992.00
                      

                  	
                    8.211210
                      

                  
	
                    5/25/2007

                  	
                    6/25/2007

                  	
                    1,154,951,993.00
                      

                  	
                    7.945140
                      

                  
	
                    6/25/2007

                  	
                    7/25/2007

                  	
                    1,131,703,054.00
                      

                  	
                    8.208680
                      

                  
	
                    7/25/2007

                  	
                    8/25/2007

                  	
                    1,106,027,452.00
                      

                  	
                    7.942540
                      

                  
	
                    8/25/2007

                  	
                    9/25/2007

                  	
                    1,078,016,603.00
                      

                  	
                    7.944790
                      

                  
	
                    9/25/2007

                  	
                    10/25/2007

                  	
                    1,047,999,071.00
                      

                  	
                    8.215770
                      

                  
	
                    10/25/2007

                  	
                    11/25/2007

                  	
                    1,016,950,747.00
                      

                  	
                    7.952400
                      

                  


          

        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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