Unassociated Document


    


    


    


    FINANCIAL
      ASSET SECURITIES CORP.,

    Depositor

    
 

    FREMONT
      INVESTMENT & LOAN,

    Servicer

    


    


    WELLS
      FARGO BANK, N.A.,

    Master
      Servicer and Trust Administrator

    


    


    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    Trustee
      

    


    


    


    POOLING
      AND SERVICING AGREEMENT

    


    Dated
      as
      of April 1, 2006

    


    


    ___________________________

    Fremont
      Home Loan Trust 2006-2

    


    Asset-Backed
      Certificates, Series 2006-2

    


    


    
      
        

      



    


    



    
      
        
          --

          [TPW:
            NYLEGAL:493712.7] 16159-00479 05/15/2006 07:06 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 and the Master
                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.

            
	
              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, the
                Trust
                Administrator or Certificateholders.

            
	
              SECTION
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Master
                Servicer.

            
	
              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.

            
	
              SECTION
                3.11

            	
              Withdrawals
                from the Collection 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

            	
              Access
                to Certain Documentation.

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3.25

            	
              Obligations
                of the Servicer in Respect of Monthly Payments.

            
	
              SECTION
                3.26

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              SECTION
                3.27

            	
              Advance
                Facility

            
	
              SECTION
                3.28

            	
              Late
                Remittance.

            


    

     

    ARTICLE
      IIIA

     

    ADMINISTRATION
      AND SERVICING OF THE MORTGAGE LOANS

     

    
      	
              SECTION
                3A.01

            	
              Master
                Servicer to Act as Master Servicer.

            
	
              SECTION
                3A.02

            	
              [Reserved].

            
	
              SECTION
                3A.03

            	
              Monitoring
                of Servicer.

            
	
              SECTION
                3A.04

            	
              Fidelity
                Bond.

            
	
              SECTION
                3A.05

            	
              Power
                to Act; Procedures.

            
	
              SECTION
                3A.06

            	
              Due
                on Sale Clauses; Assumption Agreements.

            
	
              SECTION
                3A.07

            	
              [Reserved].

            
	
              SECTION
                3A.08

            	
              Documents,
                Records and Funds in Possession of Master Servicer to be Held for
                Trustee.

            
	
              SECTION
                3A.09

            	
              Compensation
                for the Master Servicer.

            
	
              SECTION
                3A.10

            	
              Obligations
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3A.11

            	
              Distribution
                Account.

            
	
              SECTION
                3A.12

            	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            


    

     

    ARTICLE
      IV

     

    FLOW
      OF
      FUNDS

     

    
      	
              SECTION
                4.01

            	
              Distributions.

            
	
              SECTION
                4.02

            	
              [Reserved].

            
	
              SECTION
                4.03

            	
              Statements.

            
	
              SECTION
                4.04

            	
              Remittance
                Reports; Advances.

            
	
              SECTION
                4.05

            	
              Commission
                Reporting.

            
	
              SECTION
                4.06

            	
              [Reserved]

            
	
              SECTION
                4.07

            	
              [Reserved]

            
	
              SECTION
                4.08

            	
              Distributions
                on the REMIC Regular Interests.

            
	
              SECTION
                4.09

            	
              Allocation
                of Realized Losses.

            
	
              SECTION
                4.10

            	
              Swap
                Account.

            
	
              SECTION
                4.11

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


    

     

    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    
      	
              SECTION
                5.01

            	
              The
                Certificates.

            
	
              SECTION
                5.02

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05

            	
              Appointment
                of Paying Agent.

            


    

     

    ARTICLE
      VI

     

    THE
      MASTER SERVICER AND THE DEPOSITOR

     

    
      	
              SECTION
                6.01

            	
              Liability
                of the Master Servicer, the Servicer and the Depositor.

            
	
              SECTION
                6.02

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

            
	
              SECTION
                6.03

            	
              Limitation
                on Liability of the Servicer, the Master Servicer and
                Others.

            
	
              SECTION
                6.04

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

            
	
              SECTION
                6.05

            	
              Successor
                Master 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 and Master Servicer Events of
                Termination.

            
	
              SECTION
                7.02

            	
              Master
                Servicer or Trustee to Act; Appointment of Successor
                Servicer.

            
	
              SECTION
                7.03

            	
              Trustee
                to Act; Appointment of Successor Master Servicer.

            
	
              SECTION
                7.04

            	
              Waiver
                of Defaults.

            
	
              SECTION
                7.05

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.06

            	
              Survivability
                of Servicer and Master Servicer
                Liabilities.

            


    

     

    ARTICLE
      VIII

     

    THE
      TRUSTEE AND THE TRUST ADMINISTRATOR

     

    
      	
              SECTION
                8.01

            	
              Duties
                of Trustee and Trust Administrator.

            
	
              SECTION
                8.02

            	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator.

            
	
              SECTION
                8.03

            	
              Trustee
                and Trust Administrator Not Liable for Certificates or Mortgage
                Loans.

            
	
              SECTION
                8.04

            	
              Trustee
                and Trust Administrator May Own Certificates.

            
	
              SECTION
                8.05

            	
              Trust
                Administrator and Trustee Compensation and Expenses.

            
	
              SECTION
                8.06

            	
              Eligibility
                Requirements for Trustee and Trust Administrator.

            
	
              SECTION
                8.07

            	
              Resignation
                or Removal of Trustee or Trust Administrator.

            
	
              SECTION
                8.08

            	
              Successor
                Trustee.

            
	
              SECTION
                8.09

            	
              Merger
                or Consolidation of Trustee or Trust Administrator.

            
	
              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 I-A1 Certificates

            
	
              Exhibit
                A-2

            	
              Form
                of Class II-A1 Certificates

            
	
              Exhibit
                A-3

            	
              Form
                of Class II-A2 Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class II-A3 Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class II-A4 Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class M-1 Certificates

            
	
              Exhibit
                A-7

            	
              Form
                of Class M-2 Certificates

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-3 Certificates

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-4 Certificates

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-5 Certificates

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-6 Certificates

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-7 Certificates

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-8 Certificates

            
	
              Exhibit
                A-14

            	
              Form
                of Class M-9 Certificates

            
	
              Exhibit
                A-15

            	
              Form
                of Class M-10 Certificates

            
	
              Exhibit
                A-16

            	
              Form
                of Class B-1 Certificates

            
	
              Exhibit
                A-17

            	
              Form
                of Class B-2 Certificates

            
	
              Exhibit
                A-18

            	
              Form
                of Class C Certificates

            
	
              Exhibit
                A-19

            	
              Form
                of Class P Certificates

            
	
              Exhibit
                A-20

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                A-21 

            	
              Form
                of Class R-X Certificates

            
	
              Exhibit
                B

            	
              [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

            	
              [Reserved]

            
	
              Exhibit
                H

            	
              Form
                of Lost Note Affidavit

            
	
              Exhibit
                I

            	
              Form
                of Limited Power of Attorney

            
	
              Exhibit
                J

            	
              Form
                of Investment Letter

            
	
              Exhibit
                K

            	
              Form
                of Transfer Affidavit for Residual Certificates

            
	
              Exhibit
                L

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                M

            	
              Form
                of ERISA Representation Letter

            
	
              Exhibit
                N-1

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

            
	
              Exhibit
                N-2

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

            
	
              Exhibit
                O

            	
              Form
                of Cap Contract

            
	
              Exhibit
                P

            	
              [Reserved]

            
	
              Exhibit
                Q

            	
              Form
                of Interest Rate Swap Agreement

            
	
              Exhibit
                R-1

            	
              Form
                of Delinquency Report 

            
	
              Exhibit
                R-2

            	
              Form
                of Monthly Remittance Advice 

            
	
              Exhibit
                R-3

            	
              Form
                of Realized Loss Report

            
	
              Exhibit
                S

            	
              Relevant
                Servicing Criteria

            
	
              Exhibit
                T

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

            
	
              Schedule
                I

            	
              Prepayment
                Charge Schedule

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    This
      Pooling and Servicing Agreement is dated as of April 1, 2006 (the “Agreement”),
      among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), FREMONT
      INVESTMENT & LOAN, as servicer (the “Servicer”), WELLS FARGO BANK, N.A., as
      master servicer and trust administrator (the “Master Servicer” and “Trust
      Administrator”) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the
“Trustee”).

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
      aggregate will evidence the entire beneficial ownership interest in the Trust
      Fund created hereunder. The Certificates will consist of twenty-one classes
      of
      certificates, designated as (i) the Class I-A1 Certificates, (ii) the Class
      II-A1 Certificates, (iii) the Class II-A2 Certificates, (iv) the Class II-A3
      Certificates, (v) the Class II-A4 Certificates, (vi) the Class M-1 Certificates,
      (vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix) the
      Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6
      Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8
      Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10
      Certificates, (xvi) the Class B-1 Certificates, (xvii) the Class B-2
      Certificates, (xviii) the Class C Certificates, (xix) the Class P Certificates,
      (xx) the Class R Certificates and (xxi) the Class R-X Certificates.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      1

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the Mortgage Loans and certain other related assets subject to
      this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, any
      Servicer Prepayment Charge Payment Amounts, the Cap Contract, 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)

              	
                 

              	
                $

              	
                306,321,842.48

              	 	 	
                February
                  25, 2036

              	 
	
                I-1-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                16,093,230.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-1-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                16,093,230.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-2-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                15,322,872.50

              	 	 	
                February
                  25, 2036

              	 
	
                I-2-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                15,322,872.50

              	 	 	
                February
                  25, 2036

              	 
	
                I-3-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                14,589,571.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-3-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                14,589,571.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-4-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                13,891,541.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-4-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                13,891,541.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-5-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                13,227,075.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-5-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                13,227,075.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-6-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                12,594,556.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-6-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                12,594,556.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-7-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                12,047,917.50

              	 	 	
                February
                  25, 2036

              	 
	
                I-7-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                12,047,917.50

              	 	 	
                February
                  25, 2036

              	 
	
                I-8-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                12,751,793.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-8-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                12,751,793.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-9-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                38,246,445.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-9-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                38,246,445.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-10-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                159,223,570.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-10-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                159,223,570.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-11-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                1,750,065.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-11-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                1,750,065.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-12-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                1,562,706.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-12-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                1,562,706.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-13-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                1,368,390.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-13-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                1,368,390.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-14-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                982,808.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-14-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                982,808.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-15-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                943,795.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-15-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                943,795.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-16-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                906,416.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-16-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                906,416.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-17-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                870,598.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-17-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                870,598.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-18-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                836,273.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-18-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                836,273.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-19-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                836,986.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-19-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                836,986.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-20-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                809,280.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-20-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                809,280.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-21-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                921,262.50

              	 	 	
                February
                  25, 2036

              	 
	
                I-21-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                921,262.50

              	 	 	
                February
                  25, 2036

              	 
	
                I-22-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                1,704,840.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-22-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                1,704,840.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-23-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                609,498.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-23-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                609,498.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-24-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                587,400.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-24-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                587,400.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-25-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                566,111.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-25-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                566,111.25

              	 	 	
                February
                  25, 2036

              	 
	
                I-26-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                545,607.50

              	 	 	
                February
                  25, 2036

              	 
	
                I-26-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                545,607.50

              	 	 	
                February
                  25, 2036

              	 
	
                I-27-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                525,853.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-27-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                525,853.75

              	 	 	
                February
                  25, 2036

              	 
	
                I-28-A

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                14,068,245.00

              	 	 	
                February
                  25, 2036

              	 
	
                I-28-B

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                14,068,245.00

              	 	 	
                February
                  25, 2036

              	 
	
                P

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                100.00

              	 	 	
                February
                  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)

              	
                 

              	
                $

              	
                963,429,439.68

              	 	 	
                February
                  25, 2036

              	 
	
                LTIA1

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                2,787,720.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTIIA1

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                2,686,050.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTIIA2

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                986,930.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTIIA3

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                835,510.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTIIA4

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                121,220.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM1

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                742,230.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM2

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                211,370.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM3

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                196,620.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM4

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                181,870.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM5

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                172,040.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM6

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                147,460.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM7

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                132,720.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM8

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                103,220.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM9

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                98,310.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTM10

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                98,310.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTB1

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                108,140.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTB2

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                73,730.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTZZ

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                9,978,375.30

              	 	 	
                February
                  25, 2036

              	 
	
                LTP

              	 	 	
                Variable(2)

              	
                 

              	
                $

              	
                100.00

              	 	 	
                February
                  25, 2036

              	 
	
                LTIO

              	 	 	
                Variable(2)

              	
                 

              	 	
                (3

              	
                )

              	 	
                February
                  25, 2036

              	 


      

    

    ________________

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

            


    

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

            


    

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      3

     

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

     

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

     

    

      
        	
                Designation

              	 	
                Original
                  Class Certificate Principal Balance

              	 	
                Pass-Through
                  Rate

              	 	
                Latest
                  Possible Maturity Date(1)

              	 
	
                Class
                  I-A-1

              	 	
                $

              	
                278,772,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  II-A-1

              	 	
                $

              	
                268,605,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  II-A-2

              	 	
                $

              	
                98,693,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  II-A-3

              	 	
                $

              	
                83,551,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  II-A-4

              	 	
                $

              	
                12,122,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-1

              	 	
                $

              	
                74,223,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-2

              	 	
                $

              	
                21,137,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-3

              	 	
                $

              	
                19,662,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-4

              	 	
                $

              	
                18,187,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-5

              	 	
                $

              	
                17,204,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-6

              	 	
                $

              	
                14,746,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-7

              	 	
                $

              	
                13,272,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-8

              	 	
                $

              	
                10,322,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-9

              	 	
                $

              	
                9,831,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  M-10

              	 	
                $

              	
                9,831,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  B-1

              	 	
                $

              	
                10,814,000.00

              	 	 	
                Variable(2)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  B-2

              	 	
                $

              	
                7,373,000.00

              	 	 	
                5.000%
                  per annum(3)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  C Interest

              	 	
                $

              	
                14,746,264.98

              	 	 	
                Variable(4)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  P Interest

              	 	
                $

              	
                100.00

              	 	 	
                N/A(5)

              	
                 

              	 	
                February
                  25, 2036

              	 
	
                Class
                  IO Interest

              	 	 	
                (6

              	
                )

              	 	
                (7

              	
                )

              	 	
                February
                  25, 2036

              	 


      

    

    ________________

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

            


    

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

            


    

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

            


    

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

            


    

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

            


    

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

            


    

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

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      4

     

    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the Class C Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as “REMIC 4.”
The Class R-4 Interest represents the sole class of “residual interests” in
      REMIC 4 for purposes of the REMIC Provisions.

     

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

     

    
      	
              Designation

            	
              Original
                Class Certificate Principal Balance

            	
              Pass-Through
                Rate

            	
              Latest
                Possible Maturity Date(1)

            
	
              Class
                C Certificates

            	
              $14,746,264.98

            	
              Variable(2)

            	
              February
                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)

            	
              February
                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)

            	
              February
                25, 2036

            


    

    ________________

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

            


    

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

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	SECTION
              1.01  	
              Defined
                Terms.

            


    

     

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

     

    “10-K
      Filing Deadline” has the meaning set forth in Section
      4.05(a)(iv)(A).

     

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

     

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

     

    “Accepted
      Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
      either (x) those customary mortgage loan master servicing practices of prudent
      mortgage servicing institutions that master service mortgage loans of the same
      type and quality as such Mortgage Loan in the jurisdiction where the related
      Mortgaged Property is located, to the extent applicable to the Master Servicer
      (except in its capacity as successor to the Servicer), or (y) as provided in
      Section 3A.01 hereof, but in no event below the standard set forth in clause
      (x).

     

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

     

    “Additional
      Disclosure Notification”: The meaning set forth in Section 4.05(a)(i).


     

    “Additional
      Form 10-D Disclosure”: The
      meaning set forth in Section 4.05(a)(i).

     

    “Additional
      Form 10-K Disclosure”: The meaning set forth in Section
      4.05(a)(iv).

     

    “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, (ii) the Administration Fee Rate
      and (iii) 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 sum of (i) the Servicing Fee Rate and (ii) the Administration Fee Rate
      and
      (iii) the Credit Risk Manager Fee Rate.

     

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

     

    “Administration
      Fee”: The amount payable to the Trust Administrator on each Distribution Date
      pursuant to Section 8.05 as compensation for all services rendered by the Trust
      Administrator in the execution and administration of the trust created hereby
      and in the exercise and performance of any of the powers and duties of the
      Trust
      Administrator hereunder, which amount, with respect to the Mortgage Loans and
      REO Properties and for any calendar month, shall be equal to one-twelfth of
      the
      Administration Fee Rate (without regard to the words “per annum” in the
      definition thereof) multiplied by the Stated Principal Balance of the Mortgage
      Loans as of the first day of the related Due Period. The fee payable to the
      Trustee for all services rendered by it in the exercise and performance of
      any
      of its respective powers and duties hereunder will be paid by the Trust
      Administrator on an annual basis from its own funds in accordance with a
      separate agreement between the Trust Administrator and the Trustee.

     

    “Administration
      Fee Rate”: 0.0025% per annum.

     

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

     

    “Advance
      Facility”: As defined in Section 3.27 hereof.

     

    “Advance
      Facility Notice”: As defined in Section 3.27 hereof.

     

    “Advance
      Financing Person”: As defined in Section 3.27 hereof.

     

    “Advance
      Reimbursement Amounts”: As defined in Section 3.27 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 or the Class B 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 April 28, 2006,
      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 and (g) the amount of any
      Prepayment Charges collected by the Servicer in connection with the full or
      partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
      Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable
      to the Servicer pursuant to Section 3.11(a), to the Master Servicer pursuant
      to
      Section 3A.09 or the Swap Provider (including any New Swap Payment and Swap
      Termination Payment owed to the Swap Provider but excluding any Swap Termination
      Payment owed to the Swap Provider resulting from a Swap Provider Trigger Event),
      (b) Extraordinary Trust Fund Expenses reimbursable to the Trustee, the Servicer,
      the Master Servicer or the Trust Administrator pursuant to 3A.12 or the Trustee
      pursuant to Section 3.11(b), (b) amounts deposited in the Collection Account
      or
      the Distribution Account pursuant to clauses (a) through (g) above, as the
      case
      may be, in error, (c) the amount of any Prepayment Charges collected by the
      Servicer in connection with the full or partial prepayment of any of the
      Mortgage Loans and any Servicer Prepayment Charge Payment Amount, (d) any
      indemnification payments or expense reimbursements made by the Trust Fund
      pursuant to Section 6.03 or Section 8.05, (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)
      and (f) without duplication, any amounts in respect of the items set forth
      in
      clauses (I)(a) and (I)(b) permitted hereunder to be retained by the Master
      Servicer or to be withdrawn by the Master Servicer from the Distribution Account
      pursuant to 3A.12. 

     

    “Back-Up
      Certification”: The meaning set forth in Section 4.05(a)(iv). 

     

    “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.

     

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

     

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

     

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

     

    “Cap
      Contract”: The Cap Contract between the Trust Administrator (in its capacity as
      Supplemental Interest Trust Trustee) and the counterparty thereunder, a form
      of
      which is attached hereto as Exhibit O.

     

    “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, the Servicer or the Master
      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 Trust Administrator, the Trustee and the NIMS Insurer may
      conclusively rely upon a certificate of the Depositor, the Servicer or the
      Master 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 Trust Administrator,
      the
      Trustee and the NIMS Insurer shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
      the Certificate Register.

     

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

     

    
      	
              Class

            	
              REMIC
                2 Regular Interest

            	
              Certificate
                Margin

            
	
              (1)
                (%)

            	
              (2)
                (%)

            
	
              I-A-1

            	
              LTIA1

            	
              0.160

            	
              0.320

            
	
              II-A-1

            	
              LTIIA1

            	
              0.060

            	
              0.120

            
	
              II-A-2

            	
              LTIIA2

            	
              0.110

            	
              0.220

            
	
              II-A-3

            	
              LTIIA3

            	
              0.170

            	
              0.340

            
	
              II-A-4

            	
              LTIIA4

            	
              0.270

            	
              0.540

            
	
              M-1

            	
              LTM1

            	
              0.320

            	
              0.480

            
	
              M-2

            	
              LTM2

            	
              0.360

            	
              0.540

            
	
              M-3

            	
              LTM3

            	
              0.430

            	
              0.645

            
	
              M-4

            	
              LTM4

            	
              0.470

            	
              0.705

            
	
              M-5

            	
              LTM5

            	
              0.540

            	
              0.810

            
	
              M-6

            	
              LTM6

            	
              1.050

            	
              1.575

            
	
              M-7

            	
              LTM7

            	
              1.150

            	
              1.725

            
	
              M-8

            	
              LTM8

            	
              2.000

            	
              3.000

            
	
              M-9

            	
              LTM9

            	
              2.400

            	
              3.600

            
	
              M-10

            	
              LTM10

            	
              2.400

            	
              3.600

            
	
              B-1

            	
              LTB1

            	
              2.400

            	
              3.600

            


    

    __________

    
      	(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 or a Class B 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 Fixed Rate Certificates, the Floating Rate Certificates and the Class P
      Certificates then outstanding.

     

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

     

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

     

    “Certification
      Parties”: The meaning set forth in Section 4.05(a)(iv).

     

    “Certifying
      Person”: The meaning set forth in Section 4.05(a)(iv).

     

    “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
      B
      Certificates”: Collectively, the Class B-1 Certificates and Class B-2
      Certificates.

     

    “Class
      B-1 Certificate”: Any one of the Class B-1 Certificates executed by the Trust
      Administrator, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-16, representing (i)
      a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      B-2 Certificate”: Any one of the Class B-2 Certificates executed by the Trust
      Administrator, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-17, representing (i)
      a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      B-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior 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 and the
      Class M-2 Certificates (after taking into account the distribution of the Class
      M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii)
      the
      Certificate Principal Balance of the Class M-3 Certificates (after taking into
      account the distribution of the Class M-3 Principal Distribution Amount on
      such
      Distribution Date), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) 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), (ix) the Certificate Principal
      Balance of the Class M-9 Certificates (after taking into account the
      distribution of the Class M-9 Principal Distribution Amount on such Distribution
      Date), (x) the Certificate Principal Balance of the Class M-10 Certificates
      (after taking into account the distribution of the Class M-10 Principal
      Distribution Amount on such Distribution Date) and (xi) the Certificate
      Principal Balance of the Class B-1 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 95.50% 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
      B-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) 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), (ix) the Certificate Principal Balance of the Class M-9 Certificates
      (after taking into account the distribution of the Class M-9 Principal
      Distribution Amount on such Distribution Date), (x) the Certificate Principal
      Balance of the Class M-10 Certificates (after taking into account the
      distribution of the Class M-10 Principal Distribution Amount on such
      Distribution Date), (xi) the Certificate Principal Balance of the Class B-1
      Certificates (after taking into account the distribution of the Class B-1
      Principal Distribution Amount on such Distribution Date) and (xii) the
      Certificate Principal Balance of the Class B-2 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 97.00%
      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
      C
      Certificates”: Any one of the Class C Certificates executed, authenticated and
      delivered by the Trust Administrator, substantially in the form annexed hereto
      as Exhibit A-18, representing (i) a Regular Interest in REMIC 4, (ii) the
      obligation to pay Net WAC Rate Carryover Amounts and Swap Termination Payments
      and (iii) the right to receive the Class IO Distribution Amount.

     

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

     

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

     

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

     

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

     

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

     

    “Class
      II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
      Trust Administrator, 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
      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 Trust Administrator 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 Trust
      Administrator, 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 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior 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 and the Class M-2 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 70.30%
      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 Trust
      Administrator, 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 Trust
      Administrator, 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-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date) and (iii) the Certificate Principal Balance of the Class
      M-3
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 74.30% 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-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trust
      Administrator, 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 Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date) and (iv) 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) 78.00%
      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-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trust
      Administrator, 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 Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (iv) 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 (v) 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) 81.50% 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 Trust
      Administrator, 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 Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (iv) 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), (v) 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 (vi) 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) 84.50% 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 Trust
      Administrator, 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 Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (iv) 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), (v) 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), (vi) 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 (vii) 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) 87.20% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the
      Overcollateralization Floor.

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trust
      Administrator, 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 Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (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) 89.30% 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-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trust
      Administrator, 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 Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) 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 (ix) 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) 91.30% 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-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trust
      Administrator, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-15, representing (i)
      a
      Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Senior 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 and the Class M-2 Certificates (after taking into account
      the distribution of the Class M-1/M-2 Principal Distribution Amount on such
      Distribution Date), (iii) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (iv) 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), (v) 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), (vi) 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), (vii) 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), (viii) 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), (ix) the Certificate Principal Balance of the Class M-9 Certificates
      (after taking into account the distribution of the Class M-9 Principal
      Distribution Amount on such Distribution Date) and (x) the Certificate Principal
      Balance of the Class M-10 Certificates immediately prior to such Distribution
      Date over (y) the lesser of (A) the product of (i) 93.30% 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
      P
      Certificates”: Any one of the Class P Certificates executed by the Trust
      Administrator, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-19, representing a Regular
      Interest in REMIC 5.

     

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

     

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

     

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

     

    “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”: April 28, 2006.

     

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

     

    “Collection
      Account”: The account or accounts created and maintained by the Servicer
      pursuant to Section 3.10(a), which shall be entitled “Fremont Investment &
Loan, as Servicer for Deutsche Bank National Trust Company as Trustee, in trust
      for the registered Holders of Fremont Home Loan Trust 2006-2, Asset-Backed
      Certificates, Series 2006-2,” 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 3.24 from its own funds without right of reimbursement.
      With
      respect to the Master Servicer, the amount in respect of Prepayment Interest
      Shortfalls required to be paid by the Master Servicer pursuant to Section 3A.10
      from its own funds without right of reimbursement except as provided in Section
      3A.10.

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the Trust
      Administrator, as the case may be, 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, (i) with
      respect to the Trustee, 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, the
      Master Servicer, the Originator, and the Trust Administrator, or (ii) with
      respect to the Trust Administrator, (A) for Certificate transfer and surrender
      purposes, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust Services—Fremont 2006-2
      and (B) for all other purposes, Wells Fargo Bank, N.A., 9062 Old Annapolis
      Road,
      Columbia, Maryland 21045, Attention: Corporate Trust Services—Fremont 2006-2, or
      in each case, at such other address as the Trust Administrator may designate
      from time to time by notice to the Certificateholders, the Depositor, the
      Servicer, the Master Servicer, the Originator and the Trustee.

     

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

     

    
      	
              REMIC
                2 Regular Interest

            	
              Regular
                Certificate

            
	
              LTIA1

            	
              Class
                I-A-1

            
	
              LTIIA1

            	
              Class
                II-A-1

            
	
              LTIIA2

            	
              Class
                II-A-2

            
	
              LTIIA3

            	
              Class
                II-A-3

            
	
              LTIIA4

            	
              Class
                II-A-4

            
	
              LTM1

            	
              Class
                M-1

            
	
              LTM2

            	
              Class
                M-2

            
	
              LTM3

            	
              Class
                M-3

            
	
              LTM4

            	
              Class
                M-4

            
	
              LTM5

            	
              Class
                M-5

            
	
              LTM6

            	
              Class
                M-6

            
	
              LTM7

            	
              Class
                M-7

            
	
              LTM8

            	
              Class
                M-8

            
	
              LTM9

            	
              Class
                M-9

            
	
              LTM10

            	
              Class
                M-10

            
	
              LTB1

            	
              Class
                B-1

            
	
              LTB2

            	
              Class
                B-2

            
	
              LTP

            	
              Class
                P

            


    

    


    “Credit
      Risk Management Agreement”: The respective agreements between the Credit Risk
      Manager and the Servicer and/or Master 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”: 0.0125% per annum.

     

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

     

    “Custodian”:
      Deutsche Bank National Trust Company.

     

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

     

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

     

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

     

    “Deficient
      Valuation”: With respect to any Mortgage Loan, a valuation of the related
      Mortgaged Property by a court of competent jurisdiction in an amount less than
      the then outstanding Stated Principal Balance of the Mortgage Loan, which
      valuation results from a proceeding initiated under the Bankruptcy
      Code.

     

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

     

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

     

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

     

    “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 or the Master
      Servicer on behalf of the Trustee) shall not be considered to Directly Operate
      an REO Property solely because the Trustee (or the Servicer or the Master
      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 Trust
      Administrator pursuant to Section 3.10(b) which shall be entitled “Distribution
      Account, Wells Fargo Bank, N.A. as Trust Administrator, in trust for the
      registered Certificateholders of Fremont Home Loan Trust 2006-2, Asset-Backed
      Certificates, Series 2006-2” 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 May 2006.

     

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

     

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

     

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

     

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

     

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

     

    “Excess
      Overcollateralized Amount”: With respect to the Fixed Rate Certificates and the
      Floating Rate 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 purposes over (iii) the Overcollateralization Target
      Amount for such Distribution Date.

     

    “Exchange
      Act”: The Securities Exchange Act of 1934, as amended, and the rules and
      regulations thereunder.

     

    “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.

     

    “Extraordinary
      Trust Fund Expense”: Any amounts reimbursable to the Master Servicer pursuant to
      Section 3A.03 or Section 6.03, to the Servicer, the Trustee or the Trust
      Administrator, or any director, officer, employee or agent of the Trustee or
      the
      Trust Administrator from the Trust Fund pursuant to Section 6.03, Section 8.05
      or Section 10.01(c) and any amounts payable from the Distribution Account in
      respect of taxes pursuant to Section 10.01(g)(iii).

     

    “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 Certificates”: The Class B-2 Certificates.

     

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

     

    “Floating
      Rate Certificates”: The Class A Certificates, the Mezzanine Certificates and the
      Class B Certificates (other than the Class B-2 Certificates).

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Group
      I
      Interest Remittance Amount”: With respect to any Distribution Date, that portion
      of the Available Funds for such Distribution Date attributable to interest
      received or advanced with respect to the Group I Mortgage Loans.

     

    “Group
      I
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
      Balance at origination that conforms to Fannie Mae and Freddie Mac loan limits.
      The aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
      Date is equal to $369,479,113.85.

     

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

     

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

     

    “Group
      I
      Senior Principal Distribution Amount”: The excess of (x) the Certificate
      Principal Balance of the Group I Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 50.90% and
      (ii)
      the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced, and unscheduled collections of principal received during
      the related Prepayment Period) minus the related Overcollateralization
      Floor.

     

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

     

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

     

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

     

    “Group
      II
      Interest Remittance Amount”: With respect to any Distribution Date, that portion
      of the Available Funds for such Distribution Date attributable to interest
      received or advanced with respect to the Group II Mortgage Loans.

     

    “Group
      II
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
      Principal Balance at origination that may or may not conform to Fannie Mae
      and
      Freddie Mac loan limits. The aggregate principal balance of the Group II
      Mortgage Loans as of the Cut-off Date is equal to $613,612,251.13.

     

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

     

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

     

    “Group
      II
      Senior Principal Distribution Amount”: The excess of (x) the aggregate
      Certificate Principal Balance of the Group II Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 50.90%
      and
      (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans
      as of
      the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and (B) the aggregate Stated Principal Balance of
      the
      Group II Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period) minus the related
      Overcollateralization Floor.

     

    “Highest
      Priority”: As of any date of determination, the Class of Mezzanine Certificates
      or Class B Certificates then outstanding with a Certificate Principal Balance
      greater than zero, with the highest priority for payments pursuant to Section
      4.01, in the following order of decreasing priority: Class M-1, Class M-2,
      Class
      M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class
      M-10, Class B-1 and Class B-2 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) which may or may not be guaranteed by the NIMS
      Insurer.

     

    “Independent”:
      When used with respect to any specified Person, any such Person who (a) is
      in
      fact independent of the Depositor, the Servicer or the Master 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 or the Master
      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 and the Master Servicer) if the
      Trust Administrator has received an Opinion of Counsel for the benefit of the
      Trustee and the Trust Administrator to the effect that the taking of any action
      in respect of any REO Property by such Person, subject to any conditions therein
      specified, that is otherwise herein contemplated to be taken by an Independent
      Contractor will not cause such REO Property to cease to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) of the Code (determined
      without regard to the exception applicable for purposes of Section 860D(a)
      of
      the Code), or cause any income realized in respect of such REO Property to
      fail
      to qualify as Rents from Real Property.

     

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

     

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

     

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

     

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

     

    “Interest
      Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
      Border) dated as of April 28, 2006 (together with the schedule thereto, the
      Master Agreement) between the Swap Provider and the Trust Administrator (in
      its
      capacity as Supplemental Interest Trust Trustee).

     

    “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 Trust
      Administrator
      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 Trust Administrator 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 Trust Administrator as follows:

     

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

     

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

     

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

     

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

     

    “Liquidation
      Event”: With respect to any Mortgage Loan, any of the following events: (i) such
      Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
      as to
      such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund
      by
      reason of its being purchased, sold or replaced pursuant to or as contemplated
      by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO
      Property, either of the following events: (i) a Final Recovery Determination
      is
      made as to such REO Property or (ii) such REO Property is removed from the
      Trust
      Fund by reason of its being sold or purchased pursuant to Section 3.23 or
      Section 10.01.

     

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

     

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

     

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

     

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

     

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

     

    “Losses”:
      As defined in Section 9.03.

     

    “Lost
      Note Affidavit”: With respect to any Mortgage Loan as to which the original
      Mortgage Note has been permanently lost, misplaced or destroyed and has not
      been
      replaced, an affidavit from the Originator 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 LTB3 and REMIC 2 Regular Interest LTZZ) shall be multiplied
      by
      a fraction, the numerator of which is the actual number of days in the related
      Interest Accrual Period and the denominator of which is 30.

     

    “Master
      Agreement”: The Master Mortgage Loan Purchase and Interim Servicing Agreement,
      between the Originator and the Seller.

     

    “Master
      Servicer”: As of the Closing Date, Wells Fargo Bank, N.A. and thereafter, its
      respective successors in interest who meet the qualifications of the Master
      Servicer under this Agreement or any successor appointed hereunder.


     

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

     

    “Master
      Servicing Compensation”: The meaning specified in Section 3A.09.

     

    “Master
      Servicing Transfer Costs”: Shall mean all reasonable out-of-pocket costs and
      expenses incurred by the Trustee in connection with the transfer of master
      servicing from a predecessor Master 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 (or other successor master servicer)
      to
      correct any errors or insufficiencies in the servicing data or otherwise to
      enable the Trustee (or other successor master servicer) to master service the
      Mortgage Loans properly and effectively.

     

    “Maximum
      Cap Rate”: For any Distribution Date and any Class of the Floating Rate
      Certificates, a per annum rate equal to the product of (i) the sum of (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 first day of the calendar month preceding the month
      of
      such Distribution Date and (y) an amount, expressed as a percentage, equal
      to a
      fraction, the numerator of which is equal to the Net Swap Payment made by the
      Swap Provider and the denominator of which is equal to the aggregate Stated
      Principal Balance of the Mortgage Loans, multiplied by 12 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 LTIA1, REMIC 2 Regular Interest
      LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
      2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
      Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
      REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
      Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
      REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTB1 and REMIC 2
      Regular Interest LTB2 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 LTB2 and REMIC 2 Regular Interest LTZZ) shall be
      multiplied by a fraction, the numerator of which is the actual number of days
      elapsed in the related Accrual Period and the denominator of which is
      30.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Mortgage”:
      The mortgage, deed of trust or other instrument creating a 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 Group I Mortgage Loans and the Group
      II
      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:

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  [reserved];

     

    (iii)  the
      state
      and zip code of the Mortgaged Property;

     

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

     

    (v)  the
      type
      of Residential Dwelling constituting the Mortgaged Property;

     

    (vi)  the
      original months to maturity;

     

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

     

    (viii)  the
      Loan-to-Value Ratio at origination;

     

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

     

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

     

    (xi)  the
      stated maturity date;

     

    (xii)  the
      amount of the Monthly Payment at origination;

     

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

     

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

     

    (xv)  the
      original principal amount of the Mortgage Loan;

     

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

     

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

     

    (xviii)  the
      Mortgage Rate at origination;

     

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

     

    (xx)  the
      risk
      grade;

     

    (xxi)  the
      Value
      of the Mortgaged Property;

     

    (xxii)  the
      sale
      price of the Mortgaged Property, if applicable;

     

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

     

    (xxiv)  the
      type
      and term of the related Prepayment Charge;

     

    (xxv)  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;

     

    (xxvi)  the
      program code;

     

    (xxvii)  the
      Loan
      Group;

     

    (xxviii)  the
      lien
      priority; and

     

    (xxix)  the
      MIN,
      if applicable.

     

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

     

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

     

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

     

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

     

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

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Nonrecoverable
      Advance”: Any Advance or Servicing Advance previously made or proposed to be
      made in respect of a Mortgage Loan or REO Property that, in the good faith
      business judgment of the Servicer or the Master Servicer, as applicable, 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 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),
      and by the Treasurer, the Secretary, or one of the assistant treasurers or
      assistant secretaries of the Servicer, the Master 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, the Servicer or the Master
      Servicer, acceptable to the Trustee, if such opinion is delivered to the
      Trustee, or acceptable to the Trust Administrator, if such opinion is delivered
      to the Trust Administrator, 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 Fixed Rate Certificates, the Floating Rate 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”:
      Fremont Investment & Loan, 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”: With respect to the Group I Certificates, $1,847,395.57. With respect to
      the Group II Certificates, $3,068,061.26. With respect to the Mezzanine
      Certificates, $4,915,456.83.

     

    “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 1.50% of the aggregate Stated Principal Balance of the Mortgage Loans
      as of the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger
      Event is not in effect, the greater of (A) 3.00% 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 Fixed Rate
      Certificates and the Floating Rate Certificates to zero, the
      Overcollateralization Target Amount shall be zero.

     

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

     

    “Ownership
      Interest”: As to any Certificate, any ownership or security interest in such
      Certificate, including any interest in such Certificate as the Holder thereof
      and any other interest therein, whether direct or indirect, legal or beneficial,
      as owner or as pledgee.

     

    “Pass-Through
      Rate”: With respect to the Fixed Rate Certificates and any Distribution Date,
      the lesser of (x) the related fixed rate per annum set forth below for such
      Distribution Date and (y) the Net WAC Rate for such Distribution
      Date.

     

    
      	
              Class

            	
              Fixed
                Rate

            
	
              (1)

            	
              (2)

            
	
              B-2

            	
              5.000%
                per annum

            	
              5.500%
                per annum

            


    

    __________

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

            


    

    
      	(2)	
              For
                each other Accrual Period.

            


    

     

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

     

    With
      respect to the Class C Interest and any Distribution Date, a per annum rate
      equal to the percentage equivalent of a fraction, the numerator of which is
      (x)
      the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
      interest on the Uncertificated Balance of each REMIC 2 Regular Interest listed
      in clause (y) at a rate equal to the related Uncertificated REMIC 2 Pass-Through
      Rate minus the Marker Rate and the denominator of which is (y) the aggregate
      Uncertificated Principal Balance of REMIC 2 Regular Interests LTAA, LTIA1,
      LTIIA1, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8,
      LTM9, LTM10, LTB1, LTB2 and LTZZ.

     

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

     

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

     

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

     

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

     

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

     

    “PCAOB”:
      The Public Company Accounting Oversight Board.

     

    “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 Master Servicer, the
      Trustee, the Trust Administrator or any of their respective Affiliates or for
      which an Affiliate of the Trustee or the Trust Administrator 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 Trust
      Administrator
      in
      exchange for such collateral and (C) be delivered to the Trust Administrator
      or,
      if the Trust Administrator is supplying the collateral, an agent for the Trust
      Administrator, 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
      Trust Administrator 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 and the Trust Administrator,
      any
      other demand, money market or time deposit, or any other obligation, security
      or
      investment, as may be acceptable to the Rating Agencies as a permitted
      investment of funds backing securities having ratings equivalent to its highest
      initial rating of the Senior Certificates;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (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.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Prospectus
      Supplement”: That certain Prospectus Supplement dated April 6, 2006 relating to
      the public offering of the Offered Certificates.

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
      Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section
      3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the
      party purchasing the Mortgage Loan to the Trustee, an amount equal to the sum
      of
      (i) 100% of the Stated Principal Balance thereof as of the date of purchase
      (or
      such other price as provided in Section 10.01), (ii) in the case of (x) a
      Mortgage Loan, accrued interest on such Stated Principal Balance at the
      applicable Mortgage Rate in effect from time to time from the Due Date as to
      which interest was last covered by a payment by the Mortgagor or an Advance
      by
      the Servicer, which payment or Advance had as of the date of purchase been
      distributed pursuant to Section 4.01, through the end of the calendar month
      in
      which the purchase is to be effected, and (y) an REO Property, the sum of (1)
      accrued interest on such Stated Principal Balance at the applicable Mortgage
      Rate in effect from time to time from the Due Date as to which interest was
      last
      covered by a payment by the Mortgagor or an advance by the Servicer through
      the
      end of the calendar month immediately preceding the calendar month in which
      such
      REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
      for each calendar month commencing with the calendar month in which such REO
      Property was acquired and ending with the calendar month in which such purchase
      is to be effected, net of the total of all net rental income, Insurance
      Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
      had
      been distributed as or to cover REO Imputed Interest pursuant to Section 4.04,
      (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
      Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
      previously withdrawn from the Collection Account in respect of such Mortgage
      Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
      Loan required to be purchased pursuant to Section 2.03, expenses reasonably
      incurred or to be incurred by the Servicer, the Master Servicer, the Trust
      Administrator 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 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 and S&P, or their successors. If such
      agencies or their successors are no longer in existence, “Rating Agencies” shall
      be such nationally recognized statistical rating agencies, or other comparable
      Persons, designated by the Depositor, notice of which designation shall be
      given
      to the Trustee and the Master Servicer.

     

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

     

    “Record
      Date”: With respect to (i) the Floating Rate Certificates, the Close of Business
      on the Business Day immediately preceding the related Distribution Date;
      provided, however, that following the date on which Definitive Certificates
      for
      any of the Floating Rate Certificates are available pursuant to Section 5.02,
      the Record Date for such Certificates that are Definitive Certificates shall
      be
      the last Business Day of the calendar month preceding the month in which the
      related Distribution Date occurs and (ii) the Fixed Rate Certificates, 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 Master Servicer, the Servicer or any Affiliate thereof
      and
      (iii) which have been designated as such by the Trust Administrator, 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 Trust
      Administrator 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 Fixed Rate Certificates, the Floating Rate
      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. 

     

    “Relevant
      Servicing Criteria”: The Servicing Criteria applicable to the various parties,
      as set forth on Exhibit S attached hereto. For clarification purposes, multiple
      parties can have responsibility for the same Relevant Servicing
      Criteria.

     

    “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 Cap Contract, the Swap Account, the Supplemental
      Interest Trust, the Interest Rate Swap Agreement or any Servicer Prepayment
      Charge Payment Amounts.

     

    “REMIC
      1
      Regular Interests”: Any of the 58 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 Amount”: With respect to any date of determination, (i)
      1.00% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
      Interests (other than REMIC 2 Regular Interest LTP) minus (ii) the aggregate
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
      Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
      Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
      REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
      Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTB1
      and
      REMIC 2 Regular Interest LTB2, in each case as of such date of
      determination.

     

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

     

    “REMIC
      2
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to the product of (i) the aggregate Stated Principal Balance of
      the
      Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
      a
      fraction, the numerator of which is two times the aggregate Uncertificated
      Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
      LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
      2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
      Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
      REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
      Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
      REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTB1 and REMIC 2
      Regular Interest LTB2 and the denominator of which is the aggregate
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
      Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
      Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
      REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
      Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest
      LTB1,
      REMIC 2 Regular Interest LTB2 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 LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
      Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
      LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
      2
      Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
      LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
      Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
      LTM10, REMIC 2 Regular Interest LTB1, REMIC 2 Regular Interest LTB2, 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 Master Servicer
      pursuant to Section 4.04.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Reporting
      Servicer”: The meaning set forth in Section 4.05(a)(iv)(A).

     

    “Reportable
      Event”: The meaning set forth in Section 4.05(a)(iii).

     

    “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 Trust Administrator 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 Trust Administrator 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 Trust Administrator
      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 Trust
      Administrator 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 or the Trust Administrator, 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 or the Trust Administrator, as applicable, 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.

     

    Sarbanes-Oxley
      Act”: The Sarbanes-Oxley Act of 2002 and the rules and regulations of the
      Commission promulgated thereunder (including any interpretations thereof by
      the
      Commission’s staff).

     

    “Sarbanes-Oxley
      Certification”: A written certification signed by an officer of the Master
      Servicer that complies with (i) the Sarbanes-Oxley Act, and (ii) Exchange Act
      Rules 13a-14(d) and 15d-14(d), as in effect from time to time; provided that
      if,
      after the Closing Date (a) the Sarbanes-Oxley Act is amended, (b) the Rules
      referred to in clause (ii) are modified or superseded by any subsequent
      statement, rule or regulation of the Commission or any statement of a division
      thereof, or (c) any future releases, rules and regulations are published by
      the
      Commission from time to time pursuant to the Sarbanes-Oxley Act, which in any
      such case affects the form or substance of the required certification and
      results in the required certification being, in the reasonable judgment of
      the
      Master Servicer, materially more onerous that then form of the required
      certification as of the Closing Date, the Sarbanes-Oxley Certification shall
      be
      as agreed to by the Master Servicer and the Depositor following a negotiation
      in
      good faith to determine how to comply with any such new
      requirements.

     

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

     

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

     

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

     

    “Servicer”:
      Fremont Investment & Loan, or any successor Servicer appointed as herein
      provided, each in its capacity as a Servicer hereunder. 

     

    “Servicer’s
      Assignee”: As defined in Section 3.27 hereof.

     

    “Servicer
      Certification”: As defined in Section 4.05.

     

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

     

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

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date, the third Business Day
      prior to such Distribution Date. 

     

    “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, administrative
      or
      judicial proceedings, including foreclosures, (iii) the management and
      liquidation of the REO Property, (iv) taxes, assessments, water rates, sewer
      rates and other charges which are or may become a lien on the Mortgaged Property
      and insurance premiums and (v) compliance with the obligations under Sections
      3.01, 3.09, 3.14, 3.16, and 3.23. 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
      Function Participant”: Any Sub-Servicer or Subcontractor of a Servicer, the
      Master Servicer, the Trustee, the Custodian or the Trust Administrator,
      respectively.

     

    “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 Master Servicer, the Trust Administrator, the Trustee and the Depositor
      on
      the Closing Date, as such list may from time to time be amended. With respect
      to
      the Master Servicer, any officer of the Master Servicer involved in or
      responsible for, the administration and master servicing of the Mortgage Loans
      whose name appears on a list of master Servicing Officers furnished by the
      Master Servicer to the Trustee, the Trust Administrator and the Depositor upon
      request, as such list may from time to time be amended.

     

    “Servicing
      Transfer Costs”: Shall mean all reasonable out-of-pocket costs and expenses
      incurred by the Trustee or the Master Servicer 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 or the Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Trustee or the Master Servicer (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 immediately following
      the date on which the aggregate Certificate Principal Balance of the Senior
      Certificates has been reduced to zero and (ii) the later to occur of (x) the
      Distribution Date occurring in May 2009 and (y) the first Distribution Date
      on
      which the Senior Credit Enhancement Percentage (calculated for this purpose
      only
      after taking into account payments of principal on the Mortgage Loans but prior
      to distribution of the Group I Principal Distribution Amount and the Group
      II
      Principal Distribution Amount to the Certificates then entitled to distributions
      of principal on such Distribution Date) is equal to or greater than
      49.10%.

     

    “Subcontractor”:
      Any vendor, subcontractor or other Person that is not responsible for the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
      under
      the direction or authority of any Servicer (or a Sub-Servicer of any Servicer),
      the Master Servicer, the Trustee, the Custodian or the Trust
      Administrator.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Supplemental
      Interest Trust Trustee”: Wells Fargo Bank, N.A., a national banking association,
      not in its individual capacity but solely in its capacity as supplemental
      interest Trust Trustee, and any successor thereto.

     

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

     

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

     

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

     

    “Swap
      Provider”: The Bank of New York.

     

    “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 Trust Administrator on behalf of each REMIC, together with any and all
      other
      information reports or returns that may be required to be furnished to the
      Certificateholders or filed with the Internal Revenue Service or any other
      governmental taxing authority under any applicable provisions of federal, state
      or local tax laws.

     

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

     

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

     

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

     

    (i)  (a)
      on any Distribution Date on which the Class A Certificates remain outstanding,
      the Delinquency Percentage exceeds 32.55%
      of the Senior Credit Enhancement Percentage; or (ii) on any Distribution Date
      on
      which the aggregate Certificate Principal Balance of the Class A Certificates
      has been reduced to zero, the Delinquency Percentage exceeds 39.00%
      of the Class M-1 Credit Enhancement Percentage; or

     

    (ii)  the
      aggregate amount of Realized Losses incurred since the Cut-off Date through
      the
      last day of the related Due Period (reduced by the aggregate amount of
      Subsequent Recoveries received since the Cut-off Date through the last day
      of
      the related Due Period) divided by the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the Cut-off Date (the “Realized Loss Percentage”), exceeds
      the applicable percentages set forth below with respect to such Distribution
      Date:

     

    
      	
              Distribution
                Date Occurring In

            	
              Percentage

            
	
              May
                2008 through April
                2009

            	
              1.50%
                for the first month, plus an additional 1/12th
                of 1.90% for each month thereafter.

            
	
              May
                2009 through April 2010

            	
              3.40%
                for the first month, plus an additional 1/12th
                of 1.90% for each month thereafter.

            
	
              May
                2010 through April 2011

            	
              5.30%
                for the first month, plus an additional 1/12th
                of 1.50% for each month thereafter.

            
	
              May
                2011 through April 2012

            	
              6.80%
                for the first month, plus an additional 1/12th
                of 0.80% for each month thereafter.

            
	
              May
                2012 and thereafter

            	
              7.60%.

            


    

    


    “Trust”:
      Fremont Home Loan Trust 2006-2, the trust created hereunder.

     

    “Trust
      Administrator”: Wells Fargo Bank, N.A., or any successor in interest, or any
      successor trust administrator appointed as herein provided.

     

    “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, the Cap
      Contract, the Interest Rate Swap Agreement, the Swap Account, the right to
      receive any amounts from the Net WAC Rate Carryover Reserve Account and the
      Servicer Prepayment Charge Payment Amounts.

     

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

     

    “Trustee
      Compensation”: Such compensation, if any, as set forth in the separate fee
      schedule between the Trustee and the Depositor, which compensation shall be
      payable to the Trustee on each Distribution Date pursuant to Section 8.05 as
      compensation for all services rendered by it in the execution of the trust
      hereby created and in the exercise and performance of any of the powers and
      duties of the Trustee hereunder.

     

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

     

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

     

    
      	
              Distribution
                Date

            	
              REMIC
                2 Regular Interests

            
	
              1st
                through 12th

            	
              I-1-A
                through I-28-A

            
	
              13

            	
              I-2-A
                through I-28-A

            
	
              14

            	
              I-3-A
                through I-28-A

            
	
              15

            	
              I-4-A
                through I-28-A

            
	
              16

            	
              I-5-A
                through I-28-A

            
	
              17

            	
              I-6-A
                through I-28-A

            
	
              18

            	
              I-7-A
                through I-28-A

            
	
              19

            	
              I-8-A
                through I-28-A

            
	
              20

            	
              I-9-A
                through I-28-A

            
	
              21

            	
              I-10-A
                through I-28-A

            
	
              22

            	
              I-11-A
                through I-28-A

            
	
              23

            	
              I-12-A
                through I-28-A

            
	
              24

            	
              I-13-A
                through I-28-A

            
	
              25

            	
              I-14-A
                through I-28-A

            
	
              26

            	
              I-15-A
                through I-28-A

            
	
              27

            	
              I-16-A
                through I-28-A

            
	
              28

            	
              I-17-A
                through I-28-A

            
	
              29

            	
              I-18-A
                through I-28-A

            
	
              30

            	
              I-19-A
                through I-28-A

            
	
              31

            	
              I-20-A
                through I-28-A

            
	
              32

            	
              I-21-A
                through I-28-A

            
	
              33

            	
              I-22-A
                through I-28-A

            
	
              34

            	
              I-23-A
                through I-28-A

            
	
              35

            	
              I-24-A
                through I-28-A

            
	
              36

            	
              I-25-A
                through I-28-A

            
	
              37

            	
              I-26-A
                through I-28-A

            
	
              38

            	
              I-27-Aand
                I-28-A

            
	
              39

            	
              I-28-A

            
	
              thereafter

            	
              $0.00

            


    

    


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

     

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

     

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

     

    “Uncertificated
      REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I and REMIC
      1 Regular Interest P, a per annum rate equal to the weighted average of the
      Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to each REMIC
      1
      Regular Interest ending with the designation “A”, a per annum rate equal to the
      weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans
      multiplied by 2, subject to a maximum rate of 10.4000%. 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)
      10.4000% and (y) 0.00%.

     

    “Uncertificated
      REMIC 2 Pass-Through Rate”:
      With
      respect to REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC
      2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
      Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
      REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
      Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTB1,
      REMIC 2 Regular Interest LTB2, 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-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	
              I-1-A
                through I-28-A

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

            
	
              13

            	
              I-2-A
                through I-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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-28-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

            	
              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

            
	
              thereafter

            	
              I-1-A
                through I-28-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
      twelfth Distribution Date through the 39th
      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 the Fixed Rate Certificates and the
      Floating Rate Certificates and (i) the first Distribution Date, zero, and (ii)
      any Distribution Date after the first Distribution Date, the amount, if any,
      by
      which (a) the sum of (1) the Monthly Interest Distributable Amount for such
      Class for the immediately preceding Distribution Date and (2) the outstanding
      Unpaid Interest Shortfall Amount, if any, for such Class for such preceding
      Distribution Date exceeds (b) the aggregate amount distributed on such Class
      in
      respect of interest pursuant to clause (a) of this definition on such preceding
      Distribution Date, plus interest on the amount of interest due but not
      distributed on the Certificates of such Class on such preceding Distribution
      Date, to the extent permitted by law, at the Pass-Through Rate for such Class
      for the related Accrual Period.

     

    “Value”:
      With respect to any Mortgaged Property, the lesser of (i) the value thereof
      as
      determined by an appraisal made for the originator of the Mortgage Loan at
      the
      time of origination of the Mortgage Loan by an appraiser who met the minimum
      requirements of Fannie Mae and Freddie Mac and (ii) the purchase price paid
      for
      the related Mortgaged Property by the Mortgagor with the proceeds of the
      Mortgage Loan.

     

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

     

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

     

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

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 2 Regular Interests for any Distribution Date, the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated among REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1,
      REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2
      Regular Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular
      Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3,
      REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
      Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
      REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular
      Interest LTB1, REMIC 2 Regular Interest LTB2 and REMIC 2 Regular Interest LTZZ
      pro
      rata based
      on,
      and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC 2 Regular Interest.

     

    
      	SECTION
              1.04  	
              Rights
                of the NIMS Insurer.

            


    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Cap Contract and the Interest Rate
      Swap
      Agreement,
      (vi)
      all other assets included or to be included in the Trust Fund and (vii) all
      proceeds of any of the foregoing. Such assignment includes all interest and
      principal due and collected by the Depositor or the Servicer after the Cut-off
      Date with respect to the Mortgage Loans.

     

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

     

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

     

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

     

    (iv)  an
      original of any intervening assignment of Mortgage showing a complete chain
      of
      assignments (or to MERS if the Mortgage Loan is registered on the MERS® System
      and noting the presence of MIN);

     

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

     

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

     

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

     

    If
      any of
      the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of
      the
      Closing Date been submitted for recording but either (x) has not been returned
      from the applicable public recording office or (y) has been lost or such public
      recording office has retained the original of such document, the obligations
      of
      the Depositor to deliver such documents shall be deemed to be satisfied upon
      (1)
      delivery to the Trustee (or the Custodian 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. If the original lender’s title insurance policy, or a certified copy
      thereof, was not delivered pursuant to Section 2.01(v) above, the Depositor
      shall deliver or cause to be delivered to the Trustee (or the Custodian on
      behalf of the Trustee), the original or a copy of a written commitment or
      interim binder or preliminary report of title issued by the title insurance
      or
      escrow company, with the original or a certified copy thereof to be delivered
      to
      the Trustee (or the Custodian on behalf of the Trustee), promptly upon receipt
      thereof. The Servicer or the Depositor shall deliver or cause to be delivered
      to
      the Trustee or the Custodian promptly upon receipt thereof any other documents
      constituting a part of a Mortgage File received with respect to any Mortgage
      Loan, including, but not limited to, any original documents evidencing an
      assumption or modification of any Mortgage Loan.

     

    Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File, the Trustee shall enforce the
      obligations of the 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 Originator, (iv) the
      occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
      upon
      receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
      or foreclosure relating to the Mortgagor under the related Mortgage, (vi) upon
      receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more
      Delinquent and (vii) reasonable direction by the NIMS Insurer. In the event
      of
      (i) through (vii) set forth in the immediately preceding sentence, the Trustee
      shall enforce the obligations of the 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 and the Trustee shall be reimbursed for such expenses
      by
      the Trust.

     

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

     

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

     

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

     

    
      	SECTION
              2.02  	
              Acceptance
                by Trustee.

            


    

     

    Subject
      to the provisions of Section 2.01 and subject to the review described below
      and
      any exceptions noted on the exception report described in the next paragraph
      below, the Trustee acknowledges receipt (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 (with a copy to the NIMS Insurer) in
      substantially the form attached hereto as Exhibit F-1, within 45 days after
      the
      Closing Date, with respect to each Mortgage Loan (or, with respect to any
      document delivered after the Startup Day, within 45 days of receipt and with
      respect to any Qualified Substitute Mortgage, within 45 days after the
      assignment thereof) that, as to each Mortgage Loan listed in the 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 the Trustee, the Servicer and the
      Master Servicer (with a copy to the NIMS Insurer) a final certification in
      the
      form annexed hereto as Exhibit F-2, with any applicable exceptions noted
      thereon.

     

    If
      in the
      process of reviewing the Mortgage Files and making or preparing, as the case
      may
      be, the certifications referred to above, the Trustee (or the Custodian, as
      applicable) finds any document or documents constituting a part of a Mortgage
      File to be missing or not to conform with respect to any characteristics which
      are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
      as provided herein, at the conclusion of its review, the Trustee (or the
      Custodian on behalf of the Trustee) shall so notify the Seller, the Depositor,
      the Originator, the Trustee, the Servicer, the NIMS Insurer and the Master
      Servicer. In addition, upon the discovery by the Depositor or the Servicer
      or
      the Master 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 and the NIMS Insurer.

     

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

     

    
      	SECTION
              2.03  	
              Repurchase
                or Substitution of Mortgage Loans by the 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 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 the 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,
      neither the Originator nor the Seller may 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.

     

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

     

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

     

    (d)  Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) must be effected prior to the last Business
      Day
      that is within two years after the Closing Date. As to any Deleted Mortgage
      Loan
      for which the Originator or the Seller, as applicable, substitutes a Qualified
      Substitute Mortgage Loan or Loans, such substitution shall be effected by the
      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 a copy to the
      NIMS Insurer), with any applicable exceptions noted thereon. Within one year
      of
      the date of substitution, the Trustee (or the Custodian on behalf of the
      Trustee) shall deliver to the Depositor and the Servicer a certification
      substantially in the form of Exhibit F-2 hereto (with a copy to the NIMS
      Insurer) with respect to such Qualified Substitute Mortgage Loan or Loans,
      with
      any applicable exceptions noted thereon. Monthly Payments due with respect
      to
      Qualified Substitute Mortgage Loans in the month of substitution are not part
      of
      the Trust Fund and will be retained by the 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 Servicer
      shall give or cause to be given written notice to the Trustee and the NIMS
      Insurer, 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 Master Servicer,
      the Trust Administrator, the Trustee, the Custodian, the Servicer and the NIMS
      Insurer. 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, the Trust Administrator and the NIMS Insurer an Opinion of Counsel
      to
      the effect that such substitution will not cause (a) any federal tax to be
      imposed on the Trust Fund, including without limitation, any federal tax imposed
      on “prohibited transactions” under Section 860F(a)(I) of the Code or on
“contributions after the startup date” under Section 860G(d)(I) of the Code or
      (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate
      is
      outstanding. If such Opinion of Counsel can not be delivered, then such
      substitution may only be effected at such time as the required Opinion of
      Counsel can be given.

     

    (e)  Upon
      discovery by the Depositor, the Master Servicer, the Trust Administrator or
      the
      NIMS Insurer 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.

     

    (f)  Upon
      discovery or receipt of written notice of a breach by the Seller of any
      representation, warranty or covenant made by the Seller under the Assignment
      Agreement in respect of any Mortgage Loan which materially adversely affects
      the
      value of such Mortgage Loan or the interest therein of the Certificateholders,
      and if either (i) such Mortgage Loan is not in breach of any representation,
      warranty or covenant of the 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 and the Master
                Servicer.

            


    

     

    (a)  The
      Servicer hereby represents, warrants and covenants to the Trust Administrator
      and the Trustee, for the benefit of each of the Trustee, the Trust
      Administrator, 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 California industrial bank duly organized, validly existing and
      in
      good standing under the laws of the State of California 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, the Trustee and the
      Trust Administrator, 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
      organizational documents 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 non-supervised 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)  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;

     

    (vi)  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;

     

    (vii)  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;

     

    (viii)  The
      Servicer will not waive any Prepayment Charge unless it is waived in accordance
      with the standard set forth in Section 3.01. In addition, such Prepayment Charge
      shall not be imposed in any instance where such Mortgage Loan is accelerated
      or
      paid off in connection with the workout of a delinquent mortgage or due to
      the
      borrower’s default, notwithstanding that the terms of such Mortgage Loan or
      state or federal law might permit the imposition of such Prepayment Charge;
      and

     

    (ix)  The
      Servicer has fully furnished and will continue to fully furnish, in accordance
      with the Fair Credit Reporting Act and its implementing regulations, accurate
      and complete information (e.g., favorable and unfavorable) on its borrower
      credit files to Equifax, Experian and Trans Union Credit Information Company
      or
      their successors (the “Credit Repositories”) in a timely manner.

     

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

     

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

     

    (i)  The
      Master 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 Master Servicer;

     

    (ii)  The
      Master 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 Master
      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 Master
      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 Master Servicer, the
      consummation by the Master 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 Master Servicer and will not (A) result
      in a breach of any term or provision of charter and by-laws of the Master
      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 Master Servicer is a party or by which it may be bound,
      or any statute, order or regulation applicable to the Master Servicer of any
      court, regulatory body, administrative agency or governmental body having
      jurisdiction over the Master Servicer; and the Master 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 Master
      Servicer’s knowledge, would in the future materially and adversely affect, the
      ability of the Master Servicer to perform its obligations under this
      Agreement;

     

    (iv)  The
      Master Servicer or an Affiliate thereof is an approved seller/servicer for
      Fannie Mae or Freddie Mac in good standing and is a HUD approved mortgagee
      pursuant to Section 203 of the National Housing Act;

     

    (v)  The
      Master 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 Master Servicer that would materially and
      adversely affect the execution, delivery or enforceability of this Agreement
      or
      the ability of the Master Servicer 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 Master
      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 Master
      Servicer of its obligations under, or validity or enforceability of, this
      Agreement; and

     

    (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 Master
      Servicer of, or compliance by the Master Servicer with, this Agreement or the
      consummation of the transactions contemplated by this Agreement, except for
      such
      consents, approvals, authorizations or orders, if any, that have been obtained
      prior to the Closing Date.

     

    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 Trust Administrator, the Trustee or the Custodian, as applicable and shall
      inure to the benefit of the Trustee, the Depositor and the Certificateholders.
      Upon discovery by any of the Depositor, the Servicer, the Master 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
      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 other parties to this Agreement.

     

    
      	SECTION
              2.06  	
              Representations
                and Warranties of the Depositor.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              2.07  	
              Issuance
                of Certificates.

            


    

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it of the Mortgage Files, subject to the provisions of Sections 2.01 and
      2.02, together with the assignment to it of all other assets included in the
      Trust Fund, receipt of which is hereby acknowledged. Concurrently with such
      assignment and delivery and in exchange therefor, the Trust Administrator,
      pursuant to the written request of the Depositor executed by an officer of
      the
      Depositor, has executed, authenticated and delivered to or upon the order of
      the
      Depositor, the Certificates in authorized denominations. The interests evidenced
      by the Certificates constitute the entire beneficial ownership interest in
      the
      Trust Fund.

     

    
      	SECTION
              2.08  	
              [Reserved].

            


    

     

    
      	SECTION
              2.09  	
              Conveyance
                of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC
                3,
                REMIC 4, REMIC 5 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 and (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 (j) hereof, (xi) 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 (k) hereof and (xii) 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 (l) hereof, pursuant to subsection (g) hereof, pursuant to
      subsection (g) hereof, pursuant to subsection (g) hereof, the Trust
      Administrator, 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
      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 Mortgage Loans and, to the extent consistent
      with such terms, in the same manner in which it services and administers similar
      mortgage loans for its own portfolio, giving due consideration to customary
      and
      usual standards of practice of mortgage lenders and loan servicers administering
      similar mortgage loans but without regard to: 

     

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

     

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

     

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

     

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

     

    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) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge
      only
      under the following circumstances: (i) such waiver is standard and customary
      in
      servicing similar mortgage loans and 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
      or
      (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. 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 work with the Depositor to enforce the obligation of the
      Originator to pay the amount of such waived Prepayment Charge to the Trust
      Administrator 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) or (iv) above, the Servicer shall pay the
      amount of such waived Prepayment Charge to the Trust Administrator for deposit
      in the Distribution Account for the benefit of the Holders of the Class P
      Certificates.

     

    Subject
      only to the above-described servicing standards and the terms of this Agreement
      and of the Mortgage Loans, the Servicer shall have full power and authority,
      acting alone or through Sub-Servicers as provided in Section 3.02, to do or
      cause to be done any and all things in connection with such servicing and
      administration which it may deem necessary or desirable. Without limiting the
      generality of the foregoing, the Servicer in its own name 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 any special
      or
      limited powers of attorney and other documents as are necessary or appropriate
      to enable the Servicer or any Sub-Servicer to carry out their servicing and
      administrative duties hereunder; provided, such limited powers of attorney
      or
      other documents shall be prepared by the Servicer and submitted to the Trustee
      for execution. The Trustee shall not be liable for the actions of the Servicer
      or any Sub-Servicers under such powers of attorney.

     

    Subject
      to Section 3.09 hereof, 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 Stated Principal
      Balance of the related Mortgage Loan, notwithstanding that the terms of such
      Mortgage Loan so permit.

     

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

     

    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.

            


    

     

    (a)  The
      Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, which
      may
      be Affiliates of the Servicer, for the servicing and administration of the
      Mortgage Loans; provided, however, (i) such sub-servicing arrangement and the
      terms of the related Sub-Servicing Agreement must provide for the servicing
      of
      the Mortgage Loans in a manner consistent with the servicing arrangement
      contemplated hereunder and (ii) the NIMS Insurer shall have consented to such
      sub-servicing agreement. The Trustee is hereby authorized to acknowledge, at
      the
      request of the Servicer, any Sub-Servicing Agreement. No such acknowledgment
      shall be deemed to imply that the Trustee has consented to any such
      Sub-Servicing Agreement, has passed upon whether such Sub-Servicing Agreement
      meets the requirements applicable to Sub-Servicing Agreements set forth in
      this
      Agreement or has passed upon whether such Sub-Servicing Agreement is otherwise
      permitted under this Agreement. 

     

    (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) an
      institution approved as a mortgage loan originator by the Federal Housing
      Administration or an institution that has deposit accounts insured by the FDIC.
      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 NIMS Insurer, the
      Trustee, the Trust Administrator and the Master Servicer 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.

     

    (d)  As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Servicer shall cause any such Subcontractor used by the
      Servicer (or by any Sub-Servicer) for the benefit of the Depositor, the Master
      Servicer and the Trust Administrator to comply with the provisions of Sections
      3.20, 3.21 and 4.05 of this Agreement to the same extent as if such
      Subcontractor were the Servicer. The Servicer shall be responsible for obtaining
      from each Subcontractor and delivering to the Depositor, the Master Servicer
      and
      the Trust Administrator any assessment of compliance and attestation required
      to
      be delivered by such Subcontractor under Section 3.21, in each case as and
      when
      required to be delivered.

     

    
      	SECTION
              3.03  	
              Successor
                Sub-Servicers.

            


    

     

    The
      Servicer, with the consent of the NIMS Insurer, 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 Master Servicer (if the Master Servicer is acting
      as Servicer) without fee, in accordance with the terms of this Agreement, in
      the
      event that the Servicer (or the Master Servicer, if it is then acting as
      Servicer) shall, for any reason, no longer be the Servicer (including
      termination due to a Servicer Event of Termination).

     

    
      	SECTION
              3.04  	
              Liability
                of the Servicer.

            


    

     

    Notwithstanding
      any Sub-Servicing Agreement, 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, the
                Trust
                Administrator, the NIMS Insurer or
                Certificateholders.

            


    

     

    Any
      Sub-Servicing Agreement that may be entered into and any transactions or
      services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
      as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
      and the NIMS Insurer, the Trustee, the Master Servicer, the Trust Administrator
      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 by Master
                Servicer.

            


    

     

    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 Master
      Servicer or, if the Master Servicer is the Servicer, the Trustee (or the
      successor servicer appointed pursuant to Section 7.02) (or
      another successor master servicer)
      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
      Master Servicer or the Trustee (or successor servicer or master servicer),
      as
      applicable, elects to terminate any Sub-Servicing Agreement in accordance with
      its terms as provided in Section 3.03. Upon such assumption, the Master Servicer
      or the Trustee, as applicable (or the successor servicer appointed pursuant
      to
      Section 7.02 (or another successor master servicer) 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 departing Servicer shall not thereby be relieved
      of
      any liability or obligations under any Sub-Servicing Agreement and (ii) none
      of
      the Trust Administrator, 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 Master Servicer, 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, any penalty interest, or any
      provisions of any Mortgage Loan requiring the related Mortgagor to submit to
      mandatory arbitration with respect to disputes arising thereunder or (ii) extend
      the due dates for 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 4.04
      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 (any and all such waivers,
      modifications, variances, forgiveness of principal or interest, postponements,
      or indulgences collectively referred to herein as “forbearance”), provided,
      however, that the NIMS Insurer’s prior written consent shall be required for any
      modification, waiver or amendment if the aggregate number of outstanding
      Mortgage Loans which have been modified, waived or amended exceeds 5% of the
      Cut-off Date Principal Balance. The Servicer’s analysis supporting any
      forbearance and the conclusion that any forbearance meets the standards of
      Section 3.01 shall be reflected in writing in the Mortgage File.

     

    
      	SECTION
              3.08  	
              Sub-Servicing
                Accounts.

            


    

     

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

     

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

            


    

     

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

     

    
      	SECTION
              3.10  	
              Collection
                Account.

            


    

     

    (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 Trust Administrator, 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 (but not
      Prepayment Charges), on the Mortgage Loans;

     

    (ii)  all
      payments on account of interest (net of the Servicing Fee and any Prepayment
      Interest Excess) on each Mortgage Loan;

     

    (iii)  all
      Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and condemnation
      proceeds (other than proceeds collected in respect of any particular REO
      Property and amounts paid 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, Section 3.16(c) or Section 9.01;

     

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

     

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

     

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

     

    (b)  On
      behalf
      of the Trust Fund, the Servicer shall deliver to the Trust Administrator in
      immediately available funds for deposit in 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 Trust Administrator, 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 NIMS Insurer, the Trust Administrator and the Master Servicer
      of
      the location of the Collection Account maintained by it when established and
      prior to any change thereof. The Trust Administrator will then provide timely
      written notice to the Depositor and Trustee. 

     

    (d)  Funds
      held in the Collection Account at any time may be delivered by the Servicer
      to
      the Trust Administrator 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
      Trust
      Administrator shall have the sole authority to withdraw any funds held pursuant
      to this subsection (d). In the event the Servicer shall deliver to the Trust
      Administrator for deposit in the Distribution Account any amount not required
      to
      be deposited therein, it may at any time request that the Trust Administrator
      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 Trust Administrator from time to time for deposit,
      and upon written notification from the Servicer, the Trust Administrator shall
      so deposit, in the Distribution Account:

     

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

     

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

     

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

     

    (iv)  any
      amounts required to be deposited pursuant to Section 3.24 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.

            


    

     

    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
      4.04:

     

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

     

    (ii)  subject
      to Section 3.16(d), to reimburse the Servicer for (a) any unreimbursed Advances
      to the extent of amounts received which represent Late Collections (net of
      the
      related Servicing Fees), Liquidation Proceeds and Insurance Proceeds on Mortgage
      Loans or REO Properties with respect to which such Advances were made in
      accordance with the provisions of Section 4.04; or (b) without limiting any
      right of withdrawal set forth in clause (vi) below, any unreimbursed Advances
      that, upon a Final Recovery Determination with respect to such Mortgage Loan,
      are Nonrecoverable Advances, but only to the extent that Late Collections (net
      of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds
      received with respect to such Mortgage Loan are insufficient to reimburse the
      Servicer for such unreimbursed Advances;

     

    (iii)  subject
      to Section 3.16(d), to pay the Servicer or any Sub-Servicer (A) any unpaid
      Servicing Fees, (B) any unreimbursed Servicing Advances with respect to each
      Mortgage Loan, but only to the extent of any Late Collections, Liquidation
      Proceeds, Insurance Proceeds or other amounts as may be collected by the
      Servicer from a Mortgagor, or otherwise received with respect to such Mortgage
      Loan or REO Property and (C) without limiting any right of withdrawal set forth
      in clause (vi) below, any Servicing Advances made with respect to a Mortgage
      Loan that, upon a Final Recovery Determination with respect to such Mortgage
      Loan are Nonrecoverable Advances, but only to the extent that Late Collections,
      Liquidation Proceeds and Insurance Proceeds received with respect to such
      Mortgage Loan are insufficient to reimburse the Servicer or any Sub-Servicer
      for
      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)  (a)
      to
      pay to itself, the NIMS Insurer 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 and (b) to reimburse
      itself, the Trust Administrator, the Master 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 that were included
      in
      the Purchase Price of the Mortgage Loan, including any expenses arising out
      of
      the enforcement of the purchase obligation;

     

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

     

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

     

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

     

    (ix)  to
      recover amounts deposited in the Collection Account in error;

     

    (x)  to
      pay
      itself any Prepayment Interest Excess; 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 (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
      shall provide written notification to the NIMS Insurer and the Trust
      Administrator, on or prior to the next succeeding Servicer Remittance Date,
      upon
      making any withdrawals from the Collection Account pursuant to subclause (vi)
      above; provided that an Officers’ Certificate in the form described under
      Section 4.04(d) shall suffice for such written notification to the Trustee
      in
      respect hereof.

     

    
      	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, no later than the Business Day on which
      such
      funds are required to be withdrawn from such account pursuant to this Agreement.
      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 Trust Administrator (in its capacity as such) or in the name of
      a
      nominee of the Trust Administrator. The Trust Administrator shall be entitled
      to
      sole possession (except with respect to investment direction of funds held
      in
      the Collection Account and 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
      Trust Administrator or its agent, together with any document of transfer
      necessary to transfer title to such investment to the Trust Administrator 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 Trust
      Administrator 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 Trust Administrator 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.

     

    (c)  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 Trust
      Administrator may and, subject to Section 8.01 and Section 8.02(a)(v), upon
      the
      request of the Holders of Certificates representing more than 50% of the Voting
      Rights allocated to any Class of Certificates, shall take such action as may
      be
      appropriate to enforce such payment or performance, including the institution
      and prosecution of appropriate proceedings. 

     

    
      	SECTION
              3.13  	
              [Reserved].

            


    

     

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

            


    

     

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

     

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

     

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

     

    (c)  The
      Servicer shall provide to the Master Servicer evidence of the authorization
      of
      the person signing any certification, statement, copy or other evidence of
      any
      fidelity bond, errors and omissions policy, financial information and reports
      or
      such other information related to the Servicer or any Sub-Servicer or to the
      Servicer’s or such Sub-Servicer’s performance hereunder. 

     

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

            


    

     

    The
      Servicer will, to the extent it has knowledge of any conveyance or prospective
      conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
      conveyance or by contract of sale, and whether or not the Mortgagor remains
      or
      is to remain liable under the Mortgage Note and/or the Mortgage), exercise
      its
      rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer shall
      not be required to take such action if in its sole business judgment the
      Servicer believes it is not in the best interests of the Trust Fund and shall
      not exercise any such rights if prohibited by law from doing so. If the Servicer
      reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
      to the preceding sentence apply, the Servicer will enter into an assumption
      and
      modification agreement from or with the person to whom such property has been
      conveyed or is proposed to be conveyed, pursuant to which such person becomes
      liable under the Mortgage Note and, to the extent permitted by applicable state
      law, the Mortgagor remains liable thereon. The Servicer is also authorized,
      to
      the extent permitted under the related Mortgage Note, to enter into a
      substitution of liability agreement with such person, pursuant to which the
      original Mortgagor is released from liability and such person is substituted
      as
      the Mortgagor and becomes liable under the Mortgage Note, provided that no
      such
      substitution shall be effective unless such person satisfies the 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, the Master Servicer, the Trust Administrator 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 3.23. 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 Trust Administrator, 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:

     

    (i)  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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              3.17  	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    (a)  Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Servicer of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, the Servicer will promptly notify the Custodian, or the Master
      Servicer may notify the Custodian on behalf of the Trustee, 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 (at the Servicer’s expense), and the Servicer is authorized to
      cause the removal from the registration on the MERS® System of any such
      Mortgage, 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 written direction of the Servicer, execute such documents as
      shall
      be necessary to the prosecution of any such proceedings. Such Request for
      Release shall obligate the Servicer to return each and every document previously
      requested from the Mortgage File to the 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, Liquidation Proceeds or condemnation proceeds
      to
      the extent permitted by Section 3.11(a)(iii) and out of amounts derived from
      the
      operation and sale of an REO Property to the extent permitted by Section 3.23.
      Except as provided in Section 3.27, the right to receive the Servicing Fee
      may
      not be transferred in whole or in part except in connection with the transfer
      of
      all of the Servicer’s responsibilities and obligations under this Agreement;
      provided, however, that the Servicer may pay from the Servicing Fee any amounts
      due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under
      Section 3.02.

     

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

     

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

     

    
      	SECTION
              3.19  	
              Reports;
                Collection Account Statements.

            


    

     

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

     

    
      	SECTION
              3.20  	
              Statement
                as to Compliance.

            


    

     

    The
      Servicer, the Master Servicer and the Trust Administrator shall deliver (or
      otherwise make available) (and the Master Servicer and the Trust Administrator
      shall cause any Servicing Function Participant engaged by it to deliver) to
      the
      Depositor and the Trust Administrator on or before March 1 (with a ten-calendar
      day cure period) of each year, commencing in March 2007, an Officer’s
      Certificate stating, as to the signer thereof, that (a) a review of such party’s
      activities during the preceding calendar year or portion thereof and of such
      party’s performance under this Agreement, or such other applicable agreement in
      the case of a Servicing Function Participant, has been made under such officer’s
      supervision and (b) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of a Servicing Function Participant,
      in all material respects throughout such year or portion thereof, or, if there
      has been a failure to fulfill any such obligation in any material respect,
      specifying each such failure known to such officer and the nature and status
      thereof. 

     

    The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicer with its own annual statement of compliance to be submitted
      to
      the Trust Administrator pursuant to this Section.

     

    In
      the
      event the Servicer, the Master Servicer, the Trust Administrator or any
      Servicing Function Participant engaged by any such party is terminated or
      resigns pursuant to the terms of this Agreement, or any applicable agreement
      in
      the case of a Servicing Function Participant, as the case may be, such party
      shall provide an Officer’s Certificate pursuant to this Section 3.20 or to such
      applicable agreement, as the case may be, notwithstanding any such termination,
      assignment or resignation.

     

    Any
      failure by the Servicer to deliver the Annual Statement of Compliance when
      and
      as required under this Section 3.20, including any failure by the Servicer
      to
      identify any Subcontractor “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, which continues unremedied for ten
      calendar days after the date on which such Annual Statement of Compliance was
      required to be delivered shall (subject
      to the provisions of Section 7.01(a)(v)) constitute
      an Servicer Event of Termination with respect to the Servicer under this
      Agreement, and shall entitle the Trustee, pursuant to Section 7.01(a), to
      terminate the rights and obligations of the Servicer as servicer under this
      Agreement without payment (notwithstanding anything in this Agreement to the
      contrary) of any compensation to the Servicer; provided that to the extent
      that
      any provision of this Agreement expressly provides for the survival of certain
      rights or obligations following termination of the Servicer as servicer, such
      provision shall be given effect.

     

    Each
      of
      the Servicer, the Master Servicer and the Trust Administrator (each, an
“Indemnifying Party”) shall indemnify and hold harmless the Depositor, the
      Master Servicer, the Trust Administrator and their officers, directors and
      Affiliates, as applicable, 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 obligations of such Indemnifying Party under this Section
      3.20.

     

    
      	SECTION
              3.21  	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    (a)  By
      March
      1 (with a ten-calendar day cure period) of each year, commencing in March 2007,
      the Servicer, the Master Servicer, the Trust Administrator and the Trustee
      (in
      its capacity as Custodian), each at its own expense, shall furnish or otherwise
      make available, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Trust
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (i) a statement by such party
      of
      its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (ii) a statement that such party used the Relevant Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (iii) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section
      4.05, including, if there has been any material instance of noncompliance with
      the Relevant Servicing Criteria, a discussion of each such failure and the
      nature and status thereof and (iv) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such period.
      Notwithstanding the foregoing, as to the Trustee, an assessment of compliance
      is
      not required to be delivered unless it is required as part of the Form 10-K
      with
      respect to the Trust Fund.

     

    No
      later
      than the end of each fiscal year for the Trust for which a 10-K is required
      to
      be filed, the Master Servicer and the Trustee shall each forward to the Trust
      Administrator and the Depositor the name of each Servicing Function Participant
      engaged by it and what Relevant Servicing Criteria will be addressed in the
      report on assessment of compliance prepared by such Servicing Function
      Participant (provided, however, that the Master Servicer need not provide such
      information to the Trust Administrator so long as the Master Servicer and the
      Trust Administrator are the same Person). When the Master Servicer, the Trust
      Administrator and Trustee (or any Servicing Function Participant engaged by
      them) submit their assessments to the Trust Administrator, such parties will
      also at such time include the assessment and attestation pursuant to Section
      3.21(b) of each Servicing Function Participant engaged by it.

     

    Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Trust Administrator and any Servicing Function Participant engaged
      by such parties as to the nature of any material instance of noncompliance
      with
      the Relevant Servicing Criteria by each such party, and (ii) the Trust
      Administrator shall confirm that the assessments, taken as a whole, address
      all
      of the Servicing Criteria and taken individually address the Relevant Servicing
      Criteria for each party as set forth on Exhibit S in respect of the Servcier
      and
      notify the Depositor of any exceptions. 

     

    The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicer with its own assessment of compliance to be
      submitted to the Trust Administrator pursuant to this Section.

     

    In
      the
      event the Master Servicer, the Trust Administrator or any Servicing Function
      Participant engaged by any such party is terminated, assigns its rights and
      obligations under, or resigns pursuant to, the terms of this Agreement, or
      any
      other applicable agreement, as the case may be, such party shall provide a
      report on assessment of compliance pursuant to this Section 3.21(a), or to
      such
      other applicable agreement, notwithstanding any such termination, assignment
      or
      resignation.

     

    (b)  By
      March
      1 (with a ten-calendar day cure period) of each year, commencing in March 2007,
      the Servicer, the Master Servicer, the Trust Administrator and the Trustee
      (in
      its capacity as Custodian), each at its own expense, shall cause, and each
      such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Master Servicer, the Trustee, the Trust
      Administrator, or such other Servicing Function Participants, as the case may
      be) and that is a member of the American Institute of Certified Public
      Accountants to furnish an attestation report to the Trust Administrator and
      the
      Depositor, to the effect that (i) it has obtained a representation regarding
      certain matters from the management of such party, which includes an assertion
      that such party has complied with the Relevant Servicing Criteria, and (ii)
      on
      the basis of an examination conducted by such firm in accordance with standards
      for attestation engagements issued or adopted by the PCAOB, it is expressing
      an
      opinion as to whether such party’s compliance with the Relevant Servicing
      Criteria was fairly stated in all material respects, or it cannot express an
      overall opinion regarding such party’s assessment of compliance with the
      Relevant Servicing Criteria. In the event that an overall opinion cannot be
      expressed, such registered public accounting firm shall state in such report
      why
      it was unable to express such an opinion. Such report must be available for
      general use and not contain restricted use language. 

     

    Promptly
      after receipt of each such assessment of compliance and attestation report,
      the
      Trust Administrator shall confirm that each assessment submitted pursuant to
      Section 3.21(a) is coupled with an attestation meeting the requirements of
      this
      Section and notify the Depositor of any exceptions. 

     

    The
      Master Servicer shall include each such attestation furnished to it by the
      Servicer with its own attestation to be submitted to the Trust Administrator
      pursuant to this Section.

     

    In
      the
      event the Master Servicer, the Trust Administrator, any Servicer or any
      Servicing Function Participant engaged by any such party, is terminated, assigns
      its rights and duties under, or resigns pursuant to the terms of, this
      Agreement, or any applicable sub-servicing agreement, as the case may be, such
      party shall cause a registered public accounting firm to provide an attestation
      pursuant to this Section 3.21(b), or such other applicable agreement,
      notwithstanding any such termination, assignment or resignation.

     

    Any
      failure by the Servicer to deliver the Assessment of Compliance and Attestation
      Reports when and as required under this Section 3.21, including any failure
      by
      the Servicer to identify any Subcontractor “participating in the servicing
      function” within the meaning of Item 1122 of Regulation AB, which continues
      unremedied for ten calendar days after the date on which such Annual Statement
      of Compliance was required to be delivered shall (subject to the provisions
      of
      Section 7.01(a)(v)) constitute an Servicer Event of Termination with respect
      to
      the Servicer under this Agreement, and shall entitle the Trustee, pursuant
      to
      Section 7.01(a), to terminate the rights and obligations of the Servicer as
      servicer under this Agreement without payment (notwithstanding anything in
      this
      Agreement to the contrary) of any compensation to the Servicer; provided that
      to
      the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of the Servicer
      as servicer, such provision shall be given effect.

     

    Each
      of
      the Servicer, the Master Servicer, the Trustee (in its capacity as Custodian)
      and the Trust Administrator shall indemnify and hold harmless the Depositor,
      the
      Master Servicer and the Trust Administrator and their 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 obligations of such Indemnifying Party under this Section 3.21.

     

    
      	SECTION
              3.22  	
              Access
                to Certain Documentation.

            


    

     

    The
      Servicer shall provide to 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, the Trust
      Administrator, the NIMS Insurer, the Master Servicer 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.

     

    
      	SECTION
              3.23  	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

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

     

    (b)  The
      Servicer shall 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 (i) through
      (iii) above with respect to such REO Property, the Servicer shall advance from
      its own funds such amount as is necessary for such purposes if, but only if,
      the
      Servicer would make such advances if the Servicer owned the REO Property and
      if
      in the Servicer’s judgment, the payment of such amounts will be recoverable from
      the rental or sale of the REO Property.

     

    Notwithstanding
      the foregoing, none of the Servicer, the Trust Administrator 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, provided
      to
      the Trust Administrator, the NIMS Insurer and the Master Servicer 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 3.23(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Certificateholders with respect to the operation and management of any
      such
      REO Property; and

     

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

     

    The
      Servicer shall be entitled to enter into any agreement with any Independent
      Contractor performing services for it related to its duties and obligations
      hereunder for indemnification of the Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. The Servicer shall be solely liable for all fees owed by it
      to
      any such Independent Contractor, irrespective of whether the Servicer’s
      compensation pursuant to Section 3.18 is sufficient to pay such
      fees.

     

    (d)  In
      addition to the withdrawals permitted under Section 3.23(c), the Servicer may
      from time to time make withdrawals from the REO Account for any REO Property:
      (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of the
      related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
      unreimbursed Servicing Advances and Advances made in respect of such REO
      Property or the related Mortgage Loan. 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 3.23(c) or this Section 3.23(d),
      shall be withdrawn by the Servicer from each REO Account maintained by it and
      remitted to the Trust Administrator 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 3.23(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 Trust Administrator 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
              3.24  	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

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

     

    
      	SECTION
              3.25  	
              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 Trust Administrator 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 Trust
      Administrator, 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 3.25 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 3.25 from such recoveries.

     

    
      	SECTION
              3.26  	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    No
      later
      than the Closing Date, the Trust Administrator 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 Fremont Home Loan Trust 2006-2, Asset-Backed Certificates,
      Series 2006-2.” All amounts deposited in the Net WAC Rate Carryover Reserve
      Account shall be distributed to the Holders of the Fixed Rate Certificates
      and
      the Floating Rate Certificates in the manner set forth in Section
      4.01(d).

     

    On
      each
      Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
      to the Fixed Rate Certificates and the Floating Rate Certificates, the Trust
      Administrator 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
      Trust Administrator under the Cap Contract on each Distribution Date will be
      deposited into the Net WAC Rate Carryover Reserve Account. On each such
      Distribution Date, the Trust Administrator shall hold all such amounts for
      the
      benefit of the Holders of the Fixed Rate Certificates and the Floating Rate
      Certificates, and will distribute such amounts to the Holders of the Fixed
      Rate
      Certificates and the Floating Rate 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 Trust Administrator under the
      Cap
      Contract) after the payment of any Net WAC Rate Carryover Amounts on the Fixed
      Rate Certificates and the Floating Rate Certificates for such Distribution
      Date,
      shall be payable to the Trust Administrator as additional compensation. For
      so
      long as any Floating Rate 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 Cap Contract to the Trust Administrator
      who shall, pursuant to the terms of the Cap Contract, 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 Trust Administrator 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 Cap Contract)
      shall be treated as amounts distributed by REMIC 3 to the Holder of the Class
      C
      Interest and by REMIC 4 to the Holder of the Class C Certificates. The Net
      WAC
      Rate Carryover Reserve Account will be an “outside reserve fund” within the
      meaning of Treasury Regulation Section 1.860G-2(h). Upon the termination of
      the
      Trust, or the payment in full of the Fixed Rate Certificates and the Floating
      Rate Certificates, all amounts remaining on deposit in the Net WAC Rate
      Carryover Reserve Account will be released by the Trust and distributed to
      the
      Holders of the Class C Certificates or their designee. The Net WAC Rate
      Carryover Reserve Account will be part of the Trust but not part of any REMIC
      and any payments to the Holders of the Fixed Rate Certificates and the Floating
      Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with
      respect to a “regular interest” in a REMIC within the meaning of Code Section
      860(G)(a)(1).

     

    By
      accepting a Class C Certificate, each Class C Certificateholder hereby agrees
      to
      direct the Trust Administrator, and the Trust Administrator 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
      Fixed Rate Certificates and Floating Rate Certificates to receive payments
      from
      the Net WAC Rate Carryover Reserve Account in respect of any Net WAC Cap Carry
      Forward Amounts shall be assigned a value of $262,000.

     

    
      	SECTION
              3.27  	
              Advance
                Facility

            


    

     

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

     

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

     

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

     

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

     

    Upon
      the
      direction of and at the expense of the Servicer, the Trustee agrees to execute
      such acknowledgments, certificates, and other documents provided by the Servicer
      recognizing the interests of any Advance Facility Trustee in such Reimbursement
      Amounts as the Servicer may cause to be made subject to Advance Facilities
      pursuant to this Section 3.27.

     

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

     

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

     

    Any
      amendment to this Section 3.27 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 3.27, including amendments to add provisions
      relating to a successor servicer, may be entered into by the Trustee, the
      Depositor and the Servicer without the consent of any Certificateholder but
      the
      consent of the NIMS Insurer, provided such amendment complies with Section
      11.01
      hereof. All reasonable costs and expenses (including attorneys’ fees) of each
      party hereto of any such amendment shall be borne solely by the Servicer. Prior
      to entering into an Advance Facility, the Servicer shall notify the Advancing
      Person in writing that: (a) the Advances and/or Servicing Advances purchased,
      financed by and/or pledged to the Advancing Person are obligations owed to
      the
      Servicer on a non-recourse basis payable only from the cash flows and proceeds
      received under this Agreement for reimbursement of Advances and/or Servicing
      Advances only to the extent provided herein, and the Trustee and the Trust
      are
      not otherwise obligated or liable to repay any Advances and/or Servicing Advance
      financed by the Advancing Person and (b) the Trustee shall not have any
      responsibility to track or monitor the administration of the Advance Facility
      between the Servicer and the Advancing Person.

     

    
      	SECTION
              3.28  	
              Late
                Remittance.

            


    

     

    With
      respect to any remittance received by the Master Servicer after the day on
      which
      such payment was due, the Servicer shall pay to the Master Servicer interest
      on
      any such late payment at an annual rate equal to the Prime Rate, adjusted as
      of
      the date of each change, but in no event greater than the maximum amount
      permitted by applicable law. Such interest shall be deposited in the
      Distribution Account by the Servicer on the date such late payment is made
      and
      shall cover the period commencing with the day such payment was due and ending
      with the Business Day on which such payment is made, both inclusive. Such
      interest shall be remitted along with the distribution payable on the next
      succeeding Servicer Remittance Date. The payment by the Servicer of any such
      interest shall not be deemed an extension of time for payment or a waiver of
      any
      Servicer Event of Termination.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IIIA

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	SECTION
              3A.01  	
              Master
                Servicer to Act as Master Servicer.

            


    

     

    The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Servicer to service and administer the Mortgage Loans in accordance with the
      terms of this Agreement and shall have full power and authority to do any and
      all things which it may deem necessary or desirable in connection with such
      master servicing and administration. In performing its obligations hereunder,
      the Master Servicer shall act in a manner consistent with Accepted Master
      Servicing Practices. Furthermore, the Master Servicer shall oversee and consult
      with the Servicer as necessary from time-to-time to carry out the Master
      Servicer’s obligations hereunder, shall receive, review and evaluate all
      reports, information and other data provided to the Master Servicer by the
      Servicer and shall cause the Servicer to perform and observe the covenants,
      obligations and conditions to be performed or observed by the Servicer under
      this Agreement. The Master Servicer shall independently monitor the Servicer’s
      servicing activities with respect to each Mortgage Loan, reconcile the results
      of such monitoring with such information provided in the previous sentence
      on a
      monthly basis and coordinate corrective adjustments to the Servicer’s and Master
      Servicer’s records, and based on such reconciled and corrected information, the
      Master Servicer shall provide such information to the Trust Administrator as
      shall be necessary in order for it to prepare the statements specified in
      Section 4.02, and prepare any other information and statements required to
      be forwarded by the Master Servicer hereunder. The Master Servicer shall
      reconcile the results of its Mortgage Loan monitoring with the actual
      remittances of the Servicer to the Distribution Account pursuant to Section
      3A.11.

     

    The
      Master Servicer and the Trust Administrator shall at all times be the same
      Person.

     

    The
      Trustee shall furnish the Servicer and the Master Servicer with any powers
      of
      attorney and other documents in form as provided to it necessary or appropriate
      to enable the Servicer and the Master Servicer to service and administer the
      Mortgage Loans and REO Properties.

     

    The
      Trustee and the Trust Administrator shall provide access to the records and
      documentation in possession of the Trustee or the Trust Administrator, as
      applicable, regarding the Mortgage Loans and REO Properties and the servicing
      thereof to the Certificateholders, the FDIC, and the supervisory agents and
      examiners of the FDIC, such access being afforded only upon reasonable prior
      written request and during normal business hours at the office of the Trustee
      or
      the Trust Administrator, as applicable; provided, however, that, unless
      otherwise required by law, neither the Trustee nor the Trust Administrator
      shall
      be required to provide access to such records and documentation if the provision
      thereof would violate the legal right to privacy of any Mortgagor. The Trustee
      and the Trust Administrator shall allow representatives of the above entities
      to
      photocopy any of the records and documentation and shall provide equipment
      for
      that purpose at a charge that covers the Trustee’s or Trust Administrator’s, as
      applicable, actual costs.

     

    The
      Trustee shall execute and deliver to the Servicer and the Master Servicer any
      court pleadings, requests for trustee’s sale or other documents necessary or
      desirable to (i) the foreclosure or trustee’s sale with respect to a Mortgaged
      Property; (ii) any legal action brought to obtain judgment against any Mortgagor
      on the Mortgage Note or Security Instrument; (iii) obtain a deficiency judgment
      against the Mortgagor; or (iv) enforce any other rights or remedies provided
      by
      the Mortgage Note or Mortgage or otherwise available at law or
      equity.

     

    
      	SECTION
              3A.02  	
              [Reserved].

            


    

     

    
      	SECTION
              3A.03  	
              Monitoring
                of Servicer.

            


    

     

    In
      the
      review of the Servicer’s activities, the Master Servicer may rely upon an
      Officers’ Certificate of the Servicer (or similar document signed by a Servicing
      Officer of the Servicer) with regard to the Servicer’s compliance with the terms
      of this Agreement. In the event that the Master Servicer, in its judgment,
      determines that the Servicer should be terminated in accordance with the terms
      hereof, or that a notice should be sent pursuant to the terms hereof with
      respect to the occurrence of an event that, unless cured, would constitute
      grounds for such termination, the Master Servicer shall notify the Depositor,
      the Trust Administrator and the Trustee thereof and the Master Servicer shall
      issue such notice or take such other action as it deems
      appropriate.

     

    The
      Master Servicer or (if the Master Servicer is the Servicer) the Trustee, for
      the
      benefit of the Certificateholders, shall enforce the obligations of the Servicer
      under this Agreement, and shall, in the event that it receives notice that
      the
      Servicer has failed to perform its obligations in accordance with this
      Agreement, subject to the preceding paragraph, terminate the rights and
      obligations of the Servicer hereunder in accordance with the provisions of
      Article VII and act as Servicer of the Mortgage Loans or appoint a successor
      servicer; provided, however, it is understood and acknowledged by the parties
      hereto that there will be a period of transition (not to exceed 90 days) before
      the actual servicing functions can be fully transferred to such successor
      servicer. Such enforcement, including, without limitation, the legal prosecution
      of claims 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 Master Servicer or
      Trustee (or such other successor master servicer), as applicable, in its good
      faith business judgment, would require were it the owner of the Mortgage Loans.
      The Master Servicer or the Trustee (or such other successor master servicer),
      as
      applicable, shall pay the costs of such enforcement at its own expense, provided
      that the Master Servicer or the Trustee (or such other successor master
      servicer), as applicable, shall not be required to prosecute or defend any
      legal
      action except to the extent that the Master Servicer or the Trustee (or such
      other successor master servicer), as applicable, shall have received reasonable
      indemnity for its costs and expenses in pursuing such action.

     

    To
      the
      extent that the costs and expenses of the Master Servicer or Trustee, as
      applicable, related to any termination of the Servicer, appointment of a
      successor servicer or the transfer and assumption of servicing by the Master
      Servicer or the Trustee, as applicable, with respect to this Agreement
      (including, without limitation, (i) all legal costs and expenses and all due
      diligence costs and expenses associated with an evaluation of the potential
      termination of the Servicer as a result of a Servicer Event of Termination
      and
      (ii) all costs and expenses associated with the complete transfer of servicing,
      including all servicing files and all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable the successor servicer to service the Mortgage
      Loans
      in accordance with this Agreement) are not fully and timely reimbursed by the
      terminated Servicer, the Master Servicer or the Trustee, as applicable, shall
      be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    The
      Master Servicer (or if the Master Servicer is the Servicer, the Trustee (or
      other successor master servicer)) shall, upon receipt from the Servicer, the
      Master Servicer or the Trust Administrator, of notice of any failure of the
      Servicer to comply with the remittance requirements and other obligations set
      forth in this Agreement, enforce such obligations after consultation with the
      Depositor.

     

    If
      the
      Master Servicer or the Trustee, as applicable, acts as Servicer, it will not
      assume liability for the representations and warranties of the Servicer that
      it
      replaces.

     

    
      	SECTION
              3A.04  	
              Fidelity
                Bond.

            


    

     

    The
      Master Servicer, at its expense, shall maintain in effect a blanket fidelity
      bond and an errors and omissions insurance policy, affording coverage with
      respect to all directors, officers, employees and other Persons acting on such
      Master Servicer’s behalf, and covering errors and omissions in the performance
      of the Master Servicer’s obligations hereunder. The errors and omissions
      insurance policy and the fidelity bond shall be in such form and amount
      generally acceptable for entities serving as Master Servicer.

     

    
      	SECTION
              3A.05  	
              Power
                to Act; Procedures.

            


    

     

    The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, to do any and all things that it may deem necessary or
      desirable in connection with the master servicing and administration of the
      Mortgage Loans, including but not limited to the power and authority (i) to
      execute and deliver, on behalf of the Certificateholders and the Trustee,
      customary consents or waivers and other instruments and documents, (ii) to
      consent to transfers of any Mortgaged Property and assumptions of the Mortgage
      Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
      Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
      of
      the ownership of the Mortgaged Property securing any Mortgage Loan, in each
      case, in accordance with the provisions of this Agreement; provided, however,
      that the Master Servicer shall not (and, consistent with its responsibilities
      under Article X, shall not permit any Servicer to) knowingly or intentionally
      take any action, or fail to take (or fail to cause to be taken) any action
      reasonably within its control and the scope of duties more specifically set
      forth herein, that, under the REMIC Provisions, if taken or not taken, as the
      case may be, would cause the Trust REMIC to fail to qualify as a REMIC or result
      in the imposition of a tax upon the Trust Fund (including but not limited to
      the
      tax on prohibited transactions as defined in Section 860F(a)(2) of the Code
      and the tax on contributions to a REMIC set forth in Section 860G(d) of the
      Code) unless the Master Servicer has received an Opinion of Counsel (but not
      at
      the expense of the Master Servicer) to the effect that the contemplated action
      would not cause any REMIC to fail to qualify as a REMIC or result in the
      imposition of a tax upon any REMIC. The Trustee shall furnish the Master
      Servicer or the Servicer, upon written request from a Servicing Officer, with
      any powers of attorney empowering the Master Servicer or the Servicer to execute
      and deliver instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
      Property, and to appeal, prosecute or defend in any court action relating to
      the
      Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
      and
      the Trustee shall execute and deliver such other documents, as the Master
      Servicer may request, to enable the Master Servicer to master service and
      administer the Mortgage Loans and carry out its duties hereunder, in each case
      in accordance with Accepted Master Servicing Practices (and the Trustee shall
      have no liability for misuse of any such powers of attorney by the Master
      Servicer or the Servicer). If the Master Servicer or the Trustee has been
      advised that it is likely that the laws of the state in which action is to
      be
      taken prohibit such action if taken in the name of the Trustee or that the
      Trustee would be adversely affected under the “doing business” or tax laws of
      such state if such action is taken in its name, the Master Servicer shall join
      with the Trustee in the appointment of a co-trustee pursuant to
      Section 8.10 hereof. In the performance of its duties hereunder, the Master
      Servicer shall be an independent contractor and shall not, except in those
      instances where it is taking action in the name of the Trustee, be deemed to
      be
      the agent of the Trustee.

     

    
      	SECTION
              3A.06  	
              Due
                on Sale Clauses; Assumption
                Agreements.

            


    

     

    To
      the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Servicer to enforce such clauses in accordance with
      this Agreement. If applicable law prohibits the enforcement of a due-on-sale
      clause or such clause is otherwise not enforced in accordance with this
      Agreement, and, as a consequence, a Mortgage Loan is assumed, the original
      Mortgagor may be released from liability in accordance with this
      Agreement.

     

    
      	SECTION
              3A.07  	
              [Reserved].

            


    

     

    
      	SECTION
              3A.08  	
              Documents,
                Records and Funds in Possession of Master Servicer to be Held for
                Trustee.

            


    

     

    The
      Master Servicer and the Servicer shall transmit to the Trustee (or the Custodian
      on behalf of the Trustee) such documents and instruments coming into the
      possession of the Master Servicer or the Servicer from time to time as are
      required by the terms hereof to be delivered to the Trustee, the Trust
      Administrator or the Custodian. Any funds received by the Master Servicer or
      by
      the Servicer in respect of any Mortgage Loan or which otherwise are collected
      by
      the Master Servicer or by the Servicer as Liquidation Proceeds or Insurance
      Proceeds in respect of any Mortgage Loan shall be held for the benefit of the
      Trustee and the Certificateholders subject to the Master Servicer’s right to
      retain or withdraw from the Distribution Account the Master Servicing
      Compensation and other amounts provided in this Agreement, and to the right
      of
      the Servicer to retain its Servicing Fee and other amounts as provided in this
      Agreement. The Master Servicer shall, and subject to Section 3.22 shall cause
      the Servicer to, provide access to information and documentation regarding
      the
      Mortgage Loans to the Trust Administrator, its agents and accountants at any
      time upon reasonable request and during normal business hours, and to
      Certificateholders that are savings and loan associations, banks or insurance
      companies, the Office of Thrift Supervision, the FDIC and the supervisory agents
      and examiners of such Office and Corporation or examiners of any other federal
      or state banking or insurance regulatory authority if so required by applicable
      regulations of the Office of Thrift Supervision or other regulatory authority,
      such access to be afforded without charge but only upon reasonable request
      in
      writing and during normal business hours at the offices of the Master Servicer
      designated by it. In fulfilling such a request the Master Servicer shall not
      be
      responsible for determining the sufficiency of such information.

     

    All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer or the Servicer, in respect of any Mortgage Loans, whether
      from
      the collection of principal and interest payments or from Liquidation Proceeds
      or Insurance Proceeds, shall be held by the Servicer or the Master Servicer,
      as
      applicable, for and on behalf of the Trustee and the Certificateholders and
      shall be and remain the sole and exclusive property of the Trustee; provided,
      however, that the Master Servicer and the Servicer shall be entitled to setoff
      against, and deduct from, any such funds any amounts that are properly due
      and
      payable to the Master Servicer or the Servicer under this
      Agreement.

     

    
      	SECTION
              3A.09  	
              Compensation
                for the Master Servicer.

            


    

     

    The
      Master Servicer will be entitled to a portion of the Administration Fee and
      all
      income and gain realized from any investment of funds in the Distribution
      Account, pursuant to Section 3A.11 and Section 3A.12, for the
      performance of its activities hereunder (the “Master Servicing Compensation”).
      Servicing compensation in the form of assumption fees, if any, late payment
      charges, as collected, if any, or otherwise shall be retained by the Servicer
      in
      accordance with Section 3.18. The Master Servicer shall be required to pay
      all
      expenses incurred by it in connection with the performance of its duties
      hereunder and shall not be entitled to reimbursement therefor except as provided
      in this Agreement.

     

    
      	SECTION
              3A.10  	
              Obligations
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    In
      the
      event of a Prepayment Interest Shortfall, the Master Servicer shall remit to
      the
      Trust Administrator, from its own funds and without right of reimbursement
      (except as described below), not later than the related Distribution Date,
      Compensating Interest in an amount equal to the lesser of (i) the aggregate
      amounts in respect of Compensating Interest required to be paid by the Servicer
      pursuant to Section 3.24 with respect to Prepayment Interest Shortfalls
      attributable to Principal Prepayments in full on the Mortgage Loans for the
      related Distribution Date and not so paid by the Servicer and (ii) the aggregate
      compensation payable to the Master Servicer for the related collection period
      under this Agreement. In the event the Master Servicer pays any amount in
      respect of such Compensating Interest prior to the time it shall have succeeded
      as successor servicer, the Master Servicer shall be subrogated to the Trust
      Fund’s right to receive such amount from the Servicer. In the event the Trust
      Fund receives from the Servicer all or any portion of amounts in respect of
      Compensating Interest required to be paid by the Servicer pursuant to Section
      3.24, not so paid by the Servicer when required, and paid by the Master Servicer
      pursuant to this Section 3A.10, then the Master Servicer may reimburse
      itself for the amount of Compensating Interest paid by the Master Servicer
      from
      such receipts by the Trust Fund.

     

    
      	SECTION
              3A.11  	
              Distribution
                Account. 

            


    

     

    On
      behalf
      of the Trust Fund, the Trust Administrator shall establish and maintain one
      or
      more accounts (such account or accounts, the “Distribution Account”), held in
      Trust for the benefit of the Trustee and the Certificateholders. The
      Distribution Account shall be an Eligible Account. The Master Servicer will
      deposit in the Distribution Account as identified by the Master Servicer and
      as
      received by the Master Servicer, the following amounts:

     

    (1) Any
      amounts remitted to the Master Servicer by the Servicer from the Collection
      Account;

     

    (2) Any
      Advances received from the Servicer, or made by the Master Servicer or (if
      the
      Master Servicer is the Servicer) the Trustee (in each case in its capacity
      as
      successor servicer), and any payments of Compensating Interest received from
      the
      Servicer or made by the Master Servicer (unless, in the case of the Master
      Servicer, such amounts are deposited by the Master Servicer directly into the
      Distribution Account);

     

    (3) Any
      Insurance Proceeds or Net Liquidation Proceeds received by or on behalf of
      the
      Master Servicer or which were not deposited in the Collection
      Account;

     

    (4)
       Any
      amounts required to be deposited with respect to losses on investments of
      deposits in the Distribution Account; and

     

    (5) Any
      other
      amounts received by or on behalf of the Master Servicer and required to be
      deposited in the Distribution Account pursuant to this Agreement.

     

    All
      amounts deposited to the Distribution Account shall be held by the Master
      Servicer in the name of the Trustee in Trust for the benefit of the
      Certificateholders in accordance with the terms and provisions of this
      Agreement. The requirements for crediting the Distribution Account shall be
      exclusive, it being understood and agreed that, without limiting the generality
      of the foregoing, payments in the nature of (A) late payment charges or
      assumption, tax service, statement account or payoff, substitution,
      satisfaction, release and other like fees and charges and (B) the items
      enumerated in Section 3A.12(a) (with respect the clearing and termination
      of the Distribution Account and with respect to amounts deposited in error),
      in
      Section 3A.12(b) or in clauses (i), (ii), (iii) and (iv), (v) of
      Section 3A.12(c), need not be credited by the Master Servicer to the
      Distribution Account. In the event that the Master Servicer shall deposit or
      cause to be deposited to the Distribution Account any amount not required to
      be
      credited thereto, the Trustee or the Trust Administrator, upon receipt of a
      written request therefor signed by a Servicing Officer of the Master Servicer,
      shall promptly transfer such amount to the Master Servicer, any provision herein
      to the contrary notwithstanding.

     

    The
      Trust
      Administrator may direct any depository institution maintaining the Distribution
      Account to invest the funds on deposit in such account or to hold such funds
      uninvested. All investments pursuant to this Section 3A.11 shall be in one
      or more Permitted Investments bearing interest or sold at a discount, and
      maturing, unless payable on demand, (i) no later than the Business Day
      immediately preceding the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if a Person other than the Trust
      Administrator is the obligor thereon or if such investment is managed or advised
      by a Person other than the Trust Administrator or an Affiliate of the Trust
      Administrator, 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 Trust
      Administrator is the obligor thereon or if such investment is managed or advised
      by the Trust Administrator or any Affiliate. All such Permitted Investments
      shall be held to maturity, unless payable on demand. Any investment of funds
      in
      the Distribution Account shall be made in the name of the Trustee, or in the
      name of a nominee of the Trust Administrator. The Trust Administrator shall
      be
      entitled to sole possession over each such investment, and any certificate
      or
      other instrument evidencing any such investment shall be delivered directly
      to
      the Trust Administrator or its agent, together with any document of transfer
      necessary to transfer title to such investment to the Trust Administrator or
      its
      nominee. In the event amounts on deposit in the Distribution Account are at
      any
      time invested in a Permitted Investment payable on demand, the Trust
      Administrator 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 Trust Administrator that such Permitted Investment
      would not constitute a Permitted Investment in respect of funds thereafter
      on
      deposit in the Distribution Account.

     

    All
      income and gain realized from the investment of funds deposited in the
      Distribution Account shall be for the benefit of the Master Servicer. The Trust
      Administrator shall deposit in the Distribution Account the amount of any loss
      of principal incurred in respect of any such Permitted Investment made with
      funds in such Account immediately upon realization of such loss.

     

    
      	SECTION
              3A.12  	
              Permitted
                Withdrawals and Transfers from the Distribution
                Account.

            


    

     

    (a)
      The
      Trust Administrator will, from time to time on demand of the Master Servicer,
      the Servicer or the Trustee, make or cause to be made such withdrawals or
      transfers from the Distribution Account pursuant to this Agreement. The Trust
      Administrator may clear and terminate the Distribution Account pursuant to
      Section 9.01 and remove amounts from time to time deposited in
      error.

     

    (b)
      On an
      ongoing basis, the Trust Administrator shall withdraw funds from the
      Distribution Account to pay (i) any Extraordinary Trust Fund Expenses including
      but not limited to amounts payable to the Servicer or the Depositor pursuant
      to
      Section 6.03(b) or Master Servicer pursuant to Section 6.03(c), and
      (ii) any amounts expressly payable to the Master Servicer as set forth in
      Section 3A.09.

     

    (c)
      The
      Trust Administrator may withdraw from the Distribution Account any of the
      following amounts (in the case of any such amount payable or reimbursable to
      the
      Servicer, only to the extent the Servicer shall not have paid or reimbursed
      itself such amount prior to making any remittance to the Master Servicer
      pursuant to the terms of this Agreement):

     

    (i) to
      reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
      Trustee (to the extent either of them is obligated to do so as successor
      Servicer) for any Advance of its own funds, the right of the Master Servicer
      or
      the Trustee, as applicable, to reimbursement pursuant to this subclause (i)
      being limited to amounts received on a particular Mortgage Loan (including,
      for
      this purpose, the Purchase Price therefor, Insurance Proceeds, Liquidation
      Proceeds and Subsequent Recoveries) which represent late payments or recoveries
      of the principal of or interest on such Mortgage Loan respecting which such
      Advance was made;

     

    (ii) to
      reimburse the Master Servicer from Insurance Proceeds, Liquidation Proceeds
      or
      Subsequent Recoveries relating to a particular Mortgage Loan for amounts
      expended by the Master Servicer in good faith in connection with the restoration
      of the related Mortgaged Property which was damaged by an Uninsured Cause or
      in
      connection with the liquidation of such Mortgage Loan;

     

    (iii) to
      reimburse the Master Servicer from Insurance Proceeds relating to a particular
      Mortgage Loan for insured expenses incurred with respect to such Mortgage Loan
      and to reimburse the Master Servicer from Liquidation Proceeds and Subsequent
      Recoveries from a particular Mortgage Loan for Liquidation Expenses incurred
      with respect to such Mortgage Loan;

     

    (iv) to
      reimburse the Master Servicer for advances of funds (other than Advances) made
      with respect to the Mortgage Loans, and the right to reimbursement pursuant
      to
      this subclause being limited to amounts received on the related Mortgage Loan
      (including, for this purpose, the Purchase Price therefor, Insurance Proceeds,
      Liquidation Proceeds and Subsequent Recoveries) which represent late recoveries
      of the payments for which such advances were made;

     

    (v) to
      reimburse the Master Servicer or (if the Master Servicer is the Servicer) the
      Trustee (to the extent either of them is obligated to do so as successor
      Servicer) for any Advance or Servicing Advance, after a Realized Loss has been
      allocated with respect to the related Mortgage Loan if the Advance or Servicing
      Advance has not been reimbursed pursuant to clauses (i) through
      (iv);

     

    (vi) to
      pay
      the Credit Risk Manager the Credit Risk Manager Fee;

     

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

     

    (viii) to
      pay
      compensation to the Trust Administrator on each Distribution Date;

     

    (ix) to
      pay
      any amounts in respect of taxes pursuant to Section 10.01(g);

     

    (x) without
      duplication of the amount set forth in clause (iii) above, to pay any
      Extraordinary Trust Fund Expenses to the extent not paid by the Master Servicer
      from the Distribution Account;

     

    (xi) without
      duplication of any of the foregoing, to reimburse or pay the Servicer any such
      amounts as are due thereto under this Agreement and have not been retained
      by or
      paid to the Servicer, to the extent provided in this Agreement and to refund
      to
      the Servicer any amount remitted by the Servicer to the Master Servicer in
      error;

     

    (xii) to
      pay to
      the Master Servicer, any interest or investment income earned on funds deposited
      in the Distribution Account;

     

    (xiii) to
      withdraw any amount deposited in the Distribution Account in error;
      and

     

    (xiv) to
      clear
      and terminate the Distribution Account pursuant to
      Section 9.01.

     

    The
      Master Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of accounting for any reimbursement
      from
      the Distribution Account pursuant to clauses (i) through (v) above or with
      respect to any such amounts which would have been covered by such clauses had
      the amounts not been retained by the Master Servicer without being deposited
      in
      the Distribution Account.

     

    On
      or
      before the Business Day prior to each Distribution Date, the Master Servicer
      or
      (if the Master Servicer is the Servicer) the Trustee (to the extent either
      of
      them is obligated to do so as successor Servicer) shall remit to the Trust
      Administrator for deposit in the Distribution Account any Advances required
      to
      be made and the Master Servicer shall deposit in the Distribution Account any
      Compensating Interest required to be paid, in either such case by the Master
      Servicer or the Trustee, as applicable, with respect to the Mortgage
      Loans.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IV

     

     FLOW
      OF
      FUNDS

     

    
      	SECTION
              4.01  	
              Distributions.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (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;


     

    (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;

     

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

     

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

     

    (xi)  to
      the
      Holders of the Class B-2 Certificates, the Class B-2 Principal Distribution
      Amount until the Certificate Principal Balance thereof has been reduced to
      zero.

     

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

     

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

     

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

     

    (ii)  sequentially,
      to the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
      Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
      the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
      Certificates, the Class M-9 Certificates, the Class M-10 Certificates, the
      Class
      B-1 Certificates and the Class B-2 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 Fixed Rate Certificates and the Floating Rate
      Certificates which exceed the amounts received under the Cap Contract, without
      taking into account amounts, if any, received under the Swap
      Agreement;

     

    (iv)  to
      the
      Swap Provider, any Swap Termination Payments resulting from a Swap Provider
      Trigger Event;

     

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

     

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

     

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

     

    (d)  On
      each
      Distribution Date, after making the distributions of the Available Funds as
      set
      forth above, the Trust Administrator 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 Senior Certificates, the related Cap Amount, from payments
      made
      under the Cap Contract, in each case up to a maximum amount equal to the related
      Net WAC Rate Carryover Amount for such Distribution Date;

     

    (ii)  sequentially,
      the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
      Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
      M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
      Class M-9 Certificates, the Class M-10 Certificates and the Class B-1
      Certificates, in that order, the related Cap Amount, from payments made under
      the Cap Contract, 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 Senior 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,
      the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3
      Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the Class
      M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates, the
      Class M-9 Certificates, the Class M-10 Certificates, the Class B-1 Certificates
      and the Class B-2 Certificates, in that order, the related Net WAC Rate
      Carryover Amount remaining undistributed pursuant to clause (ii)
      above.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (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, Class M-9 Certificates, Class
      M-10 Certificates, Class B-1 Certificates and Class B-2 Certificates,
      in that
      order, in each case up to the related Allocated Realized Loss Amount related
      to
      such Certificates for such Distribution Date remaining undistributed after
      distribution of the Net Monthly Excess Cashflow;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	SECTION
              4.02  	
              [Reserved].

            


    

     

    
      	SECTION
              4.03  	
              Statements.

            


    

     

    (a)  On
      each
      Distribution Date, based, as applicable, on information provided to the Trust
      Administrator by the Master Servicer (which in turn shall be based, as
      applicable, on information provided to the Master Servicer by the Servicer),
      the
      Trust Administrator 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 Floating Rate Certificates and
      the Class C Certificates, before and after giving effect to the distributions
      made on such Distribution Date;

     

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

     

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

     

    (xvi)  the
      Senior Credit Enhancement Percentage and the Class M-1 Credit Enhancement
      Percentage for such Distribution Date;

     

    (xvii)  the
      Net
      WAC Rate Carryover Amount for the Fixed Rate Certificates and the Floating
      Rate
      Certificates, if any, for such Distribution Date and the amount remaining unpaid
      after reimbursements therefor on such Distribution Date;

     

    (xviii)  whether
      the Stepdown Date or a Trigger Event has occurred, the Delinquency Percentage
      for such Distribution Date and the Realized Loss Percentage for such
      Distribution Date;

     

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

     

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

     

    (xxi)  payments,
      if any, made under the Cap Contract and the amount distributed to each Class
      of
      Certificates from payments made under the Cap Contract;

     

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

     

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

     

    The
      Trust
      Administrator 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 Master Servicer, the Servicer, the Depositor and
      the
      Rating Agencies via the Trust Administrator’s internet website. The Trust
      Administrator’s internet website shall initially be located at
“www.ctslink.com”. Assistance in using the website can be obtained by calling
      the Trust Administrator’s customer service desk at (301) 815-6600. Parties that
      are unable to use the above distribution options are entitled to have a paper
      copy mailed to them via first class mail by calling the customer service desk
      and indicating such. The Trust Administrator 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 Trust
      Administrator shall provide timely and adequate notification to all above
      parties regarding any such changes. As a condition to access the Trust
      Administrator’s internet website, the Trust Administrator may require
      registration and the acceptance of a disclaimer. The Trust Administrator will
      not be liable for the dissemination of information in accordance with this
      Agreement. The Trust Administrator 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.

     

    In
      addition, on each Distribution Date, based, as applicable, on information
      provided to the Trust Administrator by the Master Servicer (which in turn shall
      be based, as applicable, on information provided to the Master Servicer by
      the
      Servicer), the Trust Administrator shall prepare and make available information,
      separated for the Originator, regarding the performance of the Mortgage Loans,
      including, but not limited to, information regarding delinquency, loss and
      prepayment experience of the Mortgage Loans.

     

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

     

    Once
      each
      calendar month, the Trust Administrator shall supply an electronic tape to
      Bloomberg Financial Markets, Inc. in a format acceptable to Bloomberg Financial
      Markets, Inc. on a monthly basis, and shall supply an electronic tape to Loan
      Performance and Intex Solutions in a format acceptable to Loan Performance
      and
      Intex Solutions on a monthly basis.

     

    (b)  Within
      a
      reasonable period of time after the end of each calendar year, the Trust
      Administrator 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 Trust Administrator shall be deemed to have been
      satisfied to the extent that substantially comparable information shall be
      prepared and furnished by the Trust Administrator to Certificateholders pursuant
      to any requirements of the Code as are in force from time to time.

     

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

     

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

     

    
      	SECTION
              4.04  	
              Remittance
                Reports; Advances.

            


    

     

    (a)  On
      each
      Determination Date, the Servicer shall furnish to the Master Servicer (and
      the
      Master Servicer shall make available to the NIMS Insurer) a monthly remittance
      advice (which together with any supplemental reports is known as the “Remittance
      Report”) in a format attached as Exhibit R-2 or in any other format as mutually
      agreed to between the Servicer and the Master Servicer, containing such
      information regarding the Mortgage Loans as is needed by the Master Servicer
      to
      perform its duties as set forth in Section 4.01 and 4.02 hereof. Such Remittance
      Report will also include a delinquency report substantially in the form set
      forth in Exhibit R-1 and a realized loss report substantially in the form set
      forth in Exhibit R-3 (or in either case, such other format as mutually agreed
      to
      between the Servicer and the Master Servicer). No later than 3 Business Days
      after the 15th day of each calendar month, the Servicer shall furnish to the
      Master Servicer a monthly report containing such information regarding
      prepayments in full on Mortgage Loans during the applicable Prepayment Period
      in
      a format as mutually agreed to between the Servicer and the Master Servicer.
      The
      Master Servicer 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 or second lien Mortgage Loan as described in clauses (ii) and (iii)
      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, (ii) with respect to each REO Property, which REO
      Property was acquired during or prior to the related Due Period and as to which
      REO Property an REO Disposition did not occur during the related Due Period,
      an
      amount equal to the excess, if any, of the REO Imputed Interest on such REO
      Property for the most recently ended calendar month, over the net income from
      such REO Property transferred to the Distribution Account pursuant to Section
      3.23 for distribution on such Distribution Date and (iii) with respect to each
      second lien Mortgage Loan, an amount equal to the interest portion of the
      related Monthly Payment (net of the related Servicing Fee). 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
      3.24.

     

    On
      or
      before the Servicer Remittance Date, the Servicer shall remit in immediately
      available funds to the Trust Administrator 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
      Trust Administrator 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 Trust Administrator 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 Advances and Servicing 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 Trust Administrator and the NIMS Insurer (whereupon, upon receipt of
      such
      certification, the Trust Administrator 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 Trust Administrator.

     

    (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 Master Servicer or (if the Master Servicer is the Servicer) 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 Master
      Servicer’s or the Trustee’s (or other successor servicer’s) determination of
      recoverability. The Master Servicer or the Trustee, as applicable (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 Master Servicer
      or
      the Trustee, as applicable (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)  (i)
      Using
      best efforts, within 10 days after each Distribution Date, and no later than
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Trust Administrator shall, in accordance with industry
      standards, prepare and file, on behalf of the Trust, with the Commission via
      the
      Electronic Data Gathering and Retrieval System (“EDGAR”), any Form 10-D required
      by the Exchange Act, in form and substance as required by the Exchange Act,
      signed by the Master Servicer, with a copy of the monthly statement to be
      furnished by the Trust Administrator to the Certificateholders for such
      Distribution Date attached thereto. Any disclosure in addition to the monthly
      statement that is required to be included on Form 10-D (“Additional Form 10-D
      Disclosure”) shall be reported by the parties set forth on Exhibit T to the
      Depositor and the Trust Administrator and directed and approved by the Depositor
      pursuant to the following paragraph, and the Trust Administrator will have
      no
      duty or liability for any failure hereunder to determine or prepare any
      Additional Form 10-D Disclosure, except as set forth in the next
      paragraph.

     

    (ii) For
      so
      long as the Trust is subject to the reporting requirements of the Exchange
      Act,
      within 5 calendar days after the related Distribution Date, (i) the parties
      set
      forth in Exhibit T shall be required to provide, pursuant to Section 4.05(a)(v)
      below, to the Trust Administrator (by email at cts.sec.notifications@wellsfargo.com
      and by
      facsimile at 410-715-2380) and the Depositor, to the extent known, in
      EDGAR-compatible format, or in such other format as otherwise agreed upon by
      the
      Trust Administrator and such party, the form and substance of any Additional
      Form 10-D Disclosure, if applicable, together with an Additional Disclosure
      Notification in the form attached hereto as Exhibit P (an “Additional Disclosure
      Notification”) and (ii) the Depositor will approve, as to form and substance, or
      disapprove, as the case may be, the inclusion of the Additional Form 10-D
      Disclosure on Form 10-D. The Trust Administrator has no duty under this
      Agreement to monitor or enforce the performance by the parties listed on Exhibit
      T of their duties under this paragraph or proactively solicit or procure from
      such parties any Additional Form 10-D Disclosure information. The Depositor
      will
      be responsible for any reasonable fees and expenses assessed or incurred by
      the
      Trust Administrator in connection with including any Additional Form 10-D
      Disclosure on Form 10-D pursuant to this Section.

     

    After
      preparing the Form 10-D, the Trust Administrator shall, upon request, forward
      electronically a copy of the Form 10-D to the Depositor for review, only to
      the
      extent that the Form 10-D contains Additional Form 10-D Disclosure. Within
      two
      Business Days after receipt of such copy, but no later than the 13th calendar
      day after the Distribution Date, the Depositor shall notify the Trust
      Administrator in writing (which may be furnished electronically) of any changes
      to or approval of such Form 10-D. In the absence of receipt of any written
      changes or approval, or if the Depositor does not request a copy of a Form
      10-D,
      the Trust Administrator shall be entitled to assume that such Form 10-D is
      in
      final form and the Trust Administrator may proceed with the execution and filing
      of the Form 10-D. A duly authorized representative of the Master Servicer shall
      sign each Form 10-D. If a Form 10-D cannot be filed on time or if a previously
      filed Form 10-D needs to be amended, the Trust Administrator will follow the
      procedures set forth in Section 4.05(a)(vi). Promptly (but no later than 1
      Business Day) after filing with the Commission, the Trust Administrator will
      make available on its internet website a final executed copy of each Form 10-D
      filed by the Trust Administrator. The parties to this Agreement acknowledge
      that
      the performance by the Master Servicer and the Trust Administrator of its duties
      under Sections 4.05(a)(i), (ii) and (v) related to the timely preparation and
      filing of Form 10-D is contingent upon such parties strictly observing all
      applicable deadlines in the performance of their duties under such Sections.
      The
      Depositor acknowledges that the performance by the Master Servicer and the
      Trust
      Administrator of its duties under this Section 4.05(a)(ii) related to the timely
      preparation, execution and filing of Form 10-D is also contingent upon the
      Servicer, the Custodians and any Sub-Servicer or Subcontractor strictly
      observing deadlines no later than those set forth in this paragraph that are
      applicable to the parties to this Agreement in the delivery to the Trust
      Administrator of any necessary Additional Form 10-D Disclosure pursuant to
      the
      Custodial Agreement or any other applicable agreement. Neither the Master
      Servicer nor the Trust Administrator shall have any liability for any loss,
      expense, damage or claim arising out of or with respect to any failure to
      properly prepare, execute and/or timely file such Form 10-D and Form 10-K,
      where
      such failure results from the Trust Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto or
      any
      Custodian, Sub-Servicer or Subcontractor needed to prepare, arrange for
      execution or file such Form 10-D, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    (iii) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Trust Administrator shall prepare and file on behalf of the
      Trust
      a Form 8-K, as required by the Exchange Act, provided that the Depositor shall
      file 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 other than the initial Form 8-K (“Form 8-K
      Disclosure Information”) shall, be reported by the parties set forth on Exhibit
      T to the Depositor and the Trust Administrator and directed and approved by
      the
      Depositor, pursuant to the following paragraph, and the Trust Administrator
      will
      have no duty or liability for any failure hereunder to determine or prepare
      any
      Form 8-K Disclosure Information or any Form 8-K, except as set forth in the
      next
      paragraph.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than the close of business (New York City Time) on the 2nd
      Business
      Day after the occurrence of a Reportable Event (i) the parties set forth in
      Exhibit T shall be required pursuant to Section 4.05(a)(v) below to provide
      to
      the Trust Administrator and the Depositor, to the extent known, in
      EDGAR-compatible format, or in such other format as otherwise agreed upon by
      the
      Trust Administrator and such party, the form and substance of any Form 8-K
      Disclosure Information, if applicable, together with an Additional Disclosure
      Notification and (ii) the Depositor will approve, as to form and substance,
      or
      disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
      Information on Form 8-K. The Depositor will be responsible for any reasonable
      fees and expenses assessed or incurred by the Trust Administrator in connection
      with including any Form 8-K Disclosure Information on Form 8-K pursuant to
      this
      Section.

     

    After
      preparing the Form 8-K, the Trust Administrator shall, upon request, forward
      electronically a copy of the Form 8-K to the Depositor for review. Promptly,
      but
      no later than the close of business on the third Business Day after the
      Reportable Event, the Depositor shall notify the Trust Administrator in writing
      (which may be furnished electronically) of any changes to or approval of such
      Form 8-K. In the absence of receipt of any written changes or approval, or
      if
      the Depositor does not request a copy of a Form 8-K, the Trust Administrator
      shall be entitled to assume that such Form 8-K is in final form and the Trust
      Administrator may proceed with the execution and filing of the Form 8-K. A
      duly
      authorized representative of the Master Servicer shall sign each Form 8-K.
      If a
      Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to
      be
      amended, the Trust Administrator will follow the procedures set forth in Section
      4.05(a)(vi). Promptly (but no later than 1 Business Day) after filing with
      the
      Commission, the Trust Administrator will make available on its internet website
      a final executed copy of each Form 8-K filed by it. The parties to this
      Agreement acknowledge that the performance by the Master Servicer and the Trust
      Administrator of its duties under this Section 4.05(a)(iii) related to the
      timely preparation and filing of Form 8-K is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 4.05(a)(iii). The Depositor acknowledges that the performance
      by the Master Servicer and the Trust Administrator of its duties under this
      Section 4.05(a)(iii) related to the timely preparation, execution and filing
      of
      Form 10-D is also contingent upon the Servicer, the Custodians and any
      Sub-Servicer or Subcontractor strictly observing deadlines no later than those
      set forth in this paragraph that are applicable to the parties to this Agreement
      in the delivery to the Trust Administrator of any necessary Form 8-K Disclosure
      Information pursuant to the Custodial Agreement or any other applicable
      agreement. Neither the Master Servicer nor the Trust Administrator shall have
      any liability for any loss, expense, damage or claim arising out of or with
      respect to any failure to properly prepare, execute and/or timely file such
      Form
      8-K, where such failure results from the Trust Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto or any Custodian, Sub-servicer or Subcontractor needed to prepare,
      arrange for execution or file such Form 8-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    (iv) (A)
      On or
      prior to 90 days after the end of each fiscal year of the Trust or such earlier
      date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it
      being understood that the fiscal year for the Trust ends on December
      31st
      of each
      year), commencing in March 2007, the Trust Administrator shall prepare and
      file
      on behalf of the Trust a Form 10-K, in form and substance as required by the
      Exchange Act. Each such Form 10-K shall include the following items, in each
      case to the extent they have been delivered to the Trust Administrator within
      the applicable time frames set forth in this Agreement, (i) an annual compliance
      statement for the Servicer, the Master Servicer, the Trust Administrator and
      any
      Sub-Servicer, Subcontractor or other Person engaged by such parties or the
      Trustee (together with the Custodian, each a “Reporting Servicer”), as described
      under Section 3.20 of this Agreement and the Custodial Agreement, provided,
      however, that the Trust Administrator, at its discretion, may omit from the
      Form
      10-K any annual compliance statement that is not required to be filed with
      such
      Form 10-K for each Reporting Servicer pursuant to Regulation AB, (ii)(A) the
      annual reports on assessment of compliance with Servicing Criteria for each
      Reporting Servicer, as described under Section 3.21 of this Agreement and the
      Custodial Agreement, and (B) if the report on assessment of compliance with
      the
      Servicing Criteria identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if each reporting Servicer’s
      report on assessment of compliance with Servicing Criteria is not included
      as an
      exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included provided, however, that the Trust
      Administrator, at its discretion, may omit from the Form 10-K any assessment
      of
      compliance or attestation report described in clause (iii) below that is not
      required to be filed with such Form 10-K pursuant to Regulation AB, (iii)(A)
      the
      registered public accounting firm attestation report as described under Section
      3.21 of this Agreement and the Custodial Agreement, and (B) if any registered
      public accounting firm attestation report described under Section 3.21
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (iv) a Sarbanes-Oxley Certification (“Sarbanes-Oxley
      Certification”) as described below. Any disclosure or information in addition to
      (i) through (iv) above that is required to be included on Form 10-K (“Additional
      Form 10-K Disclosure”) shall, be reported by the parties set forth on Exhibit T
      to the Depositor and the Trust Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Trust Administrator
      will
      have no duty or liability for any failure hereunder to determine or prepare
      any
      Additional Form 10-K Disclosure, except as set forth in the next
      paragraph.

     

    No
      later
      than March 1st
      (with a
      10 calendar day cure period) of each year that the Trust is subject to the
      Exchange Act reporting requirements, commencing in 2007, (i) the parties set
      forth in Exhibit T shall be required to provide pursuant to Section 4.05(a)(v)
      below to the Depositor and to the Trust Administrator (by email at cts.sec.notifications@wellsfargo.com
      and by
      facsimile at 410-715-2380), to the extent known, in EDGAR-compatible format,
      or
      in such other format as otherwise agreed upon by the Trust Administrator and
      such party, the form and substance of any Additional Form 10-K Disclosure,
      if
      applicable, together with an Additional Disclosure Notification and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
      Trust
      Administrator has no duty under this Agreement to monitor or enforce the
      performance by the parties listed on Exhibit T of their duties under this
      paragraph or proactively solicit or procure from such parties any Additional
      Form 10-K Disclosure information. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Trust Administrator
      in
      connection with including any Additional Form 10-K Disclosure on Form 10-K
      pursuant to this Section.

     

    After
      preparing the Form 10-K, the Trust Administrator shall forward, upon request,
      electronically a copy of the Form 10-K to the Depositor for review. Within
      three
      Business Days after receipt of such copy, but no later than March 25th, the
      Depositor shall notify the Trust Administrator in writing (which may be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval, or if the Depositor
      does not request a copy of a Form 10-K, the Trust Administrator shall be
      entitled to assume that such Form 10-K is in final form and the Trust
      Administrator may proceed with the execution and filing of the Form 10-K. A
      senior officer of the Master Servicer in charge of the master servicing function
      shall sign the Form 10-K. If a Form 10-K cannot be filed on time or if a
      previously filed Form 10-K needs to be amended, the Trust Administrator will
      follow the procedures set forth in Section 4.05(a)(vi). Promptly (but no later
      than 1 Business Day) after filing with the Commission, the Trust Administrator
      will make available on its internet website a final executed copy of each Form
      10-K filed by it. The parties to this Agreement acknowledge that the performance
      by the Master Servicer and the Trust Administrator of its duties under Section
      4.05(a)(iv) and Section 4.05(a)(v) related to the timely preparation, execution
      and filing of Form 10-K is contingent upon such parties strictly observing
      all
      applicable deadlines in the performance of their duties under such Sections,
      Section 3.20 and Section 3.21. The Depositor acknowledges that the performance
      by the Master Servicer and the Trust Administrator of its duties under this
      Section 4.05(a)(iv) related to the timely preparation, execution and filing
      of
      Form 10-K is also contingent upon the Servicer, the Custodians and any
      Sub-Servicer or Subcontractor strictly observing deadlines no later than those
      set forth in this paragraph that are applicable to the parties to this Agreement
      in the delivery to the Trust Administrator of any necessary Additional Form
      10-K
      Disclosure, any annual statement of compliance and any assessment of compliance
      and attestation pursuant to the related Custodial Agreement or any other
      applicable agreement. Neither the Master Servicer nor the Trust Administrator
      shall have any liability for any loss, expense, damage, claim arising out of
      or
      with respect to any failure to properly prepare, execute and/or timely file
      such
      Form 10-K, where such failure results from the Trust Administrator’s inability
      or failure to receive, on a timely basis, any information from any other party
      hereto or any Custodian, Sub-servicer or Subcontractor needed to prepare,
      arrange for execution or file such Form 10-K, not resulting from its own
      negligence, bad faith or willful misconduct.

     

    Each
      Form
      10-K shall include a certification (the “Sarbanes-Oxley Certification”), exactly
      as set forth in Exhibit N-1 attached hereto, required to be included therewith
      pursuant to the Sarbanes-Oxley Act. Each of the Servicer, the Master Servicer
      and the Trust Administrator shall provide, and each such party and the Trustee
      shall cause any Sub-servicer or Subcontractor engaged by it to provide, to
      the
      Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”), by
      March 15th
      of each
      year in which the Trust is subject to the reporting requirements of the Exchange
      Act, a certification (a “Back-Up Certification”), in the form attached hereto as
      Exhibit N-2, upon which the Certifying Person, the entity for which the
      Certifying Person acts as an officer, and such entity’s officers, directors and
      Affiliates (collectively with the Certifying Person, “Certification Parties”)
      can reasonably rely. A senior officer of the Master Servicer in charge of the
      master servicing function shall serve as the Certifying Person on behalf of
      the
      Trust. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event that any such party or any Sub-servicer or Subcontractor engaged by such
      party is terminated or resigns pursuant to the terms of this Agreement, or
      any
      other applicable agreement, as the case may be, such party shall provide a
      Back-Up Certification to the Certifying Person pursuant to this Section
      4.05(a)(iv) with respect to the period of time it was subject to this Agreement
      or any other applicable agreement, as the case may be. Notwithstanding the
      foregoing, (i) the Master Servicer and the Trust Administrator shall not be
      required to deliver a Back-Up Certification to each other if both are the same
      Person and the Master Servicer is the Certifying Person and (ii) the Master
      Servicer shall not be obligated to sign the Sarbanes-Oxley Certification in
      the
      event that it does not receive any Back-Up Certification required to be
      furnished to it pursuant to this section or any Servicing
      Agreement.

     

    (v) With
      respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
      or any Form 8-K Disclosure Information (collectively, the “Additional
      Disclosure”) relating to the Trust Fund, the Trust Administrator’s obligation to
      include such Additional Information in the applicable Exchange Act report is
      subject to receipt from the entity that is indicated in Exhibit T as the
      responsible party for providing that information, if other than the Trust
      Administrator, as and when required as described in Section 4.05(a)(ii) through
      (iv) above. Each of the Master Servicer, the Servicer, the Trust Administrator
      and Depositor hereby agree to notify and to provide, to the extent known, to
      the
      Trust Administrator and the Depositor, all Additional Disclosure relating to
      the
      Trust Fund, with respect to which such party is the responsible party for
      providing that information, as indicated in Exhibit P hereof. The Swap Provider
      will be obligated pursuant to the Swap Agreement to provide to the Trust
      Administrator any information that may be required to be included in any Form
      10-D, Form 8-K or Form 10-K. The Servicer shall be responsible for determining
      the pool concentration applicable to any Sub-Servicer or originator at any
      time,
      for purposes of disclosure as required by Items 1108 and 1110 of Regulation
      AB.

     

    (vi) On
      or
      prior to January 30 of the first year in which the Trust Administrator is able
      to do so under applicable law, the Trust Administrator shall prepare and file
      a
      Form 15 Suspension Notification relating to the automatic suspension of
      reporting in respect of the Trust under the Exchange Act. 

     

    In
      the
      event that the Trust Administrator is unable to timely file with the Commission
      all or any required portion of any Form 8-K, Form 10-D or Form 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or was delivered to it after the delivery deadlines set
      forth in this Agreement or for any other reason, the Trust Administrator will
      promptly notify electronically the Depositor. In the case of Form 10-D and
      Form
      10-K, the parties to this Agreement will cooperate to prepare and file a Form
      12b-25 and a Form 10-D/A and Form 10-K/A as applicable, pursuant to Rule 12b-25
      of the Exchange Act. In the case of Form 8-K, the Trust Administrator will,
      upon
      receipt of all required Form 8-K Disclosure Information and upon the approval
      and direction of the Depositor, include such disclosure information on the
      next
      succeeding Form 10-D. In the event that any previously filed Form 8-K, Form
      10-D
      or Form 10-K needs to be amended, in connection with any Additional Form 10-D
      Disclosure (other than, in the case of Form 10-D, for the purpose of restating
      any Monthly Statement), Additional Form 10-K Disclosure or Form 8-K Disclosure
      Information, the Trust Administrator will electronically notify the Depositor
      and such other parties to the transaction as are affected by such amendment,
      and
      such parties will cooperate to prepare any necessary Form 8-K/A, Form 10-D/A
      or
      Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K or Form
      10-D
      shall be signed by a duly authorized representative or senior officer in charge
      of master servicing, as applicable, of the Master Servicer. The parties to
      this
      Agreement acknowledge that the performance by the Master Servicer and the Trust
      Administrator of its duties under this Section 4.05(a)(vi) related to the timely
      preparation, execution and filing of Form 15, a Form 12b-25 or any amendment
      to
      Form 8-K, Form 10-D or Form 10-K is contingent upon each such party performing
      its duties under this Section. Neither the Master Servicer nor the Trust
      Administrator shall have any liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare, execute
      and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
      8-K,
      Form 10-D or Form 10-K, where such failure results from the Trust
      Administrator’s inability or failure to receive, on a timely basis, any
      information from any other party hereto or any custodian, sub-servicer or
      subcontractor needed to prepare, arrange for execution or file such Form 15,
      Form 12b-25 or any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting
      from its own negligence, bad faith or willful misconduct.

     

    The
      Depositor agrees to promptly furnish to the Trust Administrator, from time
      to
      time upon request, such further information, reports and financial statements
      within its control related to this Agreement and the Mortgage Loans as the
      Trust
      Administrator reasonably deems appropriate to prepare and file all necessary
      reports with the Commission. The Trust Administrator shall have no
      responsibility to file any items other than those specified in this Section
      4.05; provided, however, the Trust Administrator will cooperate with the
      Depositor in connection with any additional filings with respect to the Trust
      Fund as the Depositor deems necessary under the Exchange Act. Fees and expenses
      incurred by the Trust Administrator in connection with this Section 4.05 shall
      not be reimbursable from the Trust Fund.

     

    (b)  (A)
      The
      Trust Administrator shall indemnify and hold harmless the Depositor and its
      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 Trust Administrator’s obligations under this Section 4.05 or the
      Trust Administrator’s negligence, bad faith or willful misconduct in connection
      therewith or (ii) any material misstatement or omission in the Annual Statement
      of Compliance and the Assessment of Compliance delivered by the Trust
      Administrator pursuant to Section 3.20 and Section 3.21.

     

    (B) The
      Depositor shall indemnify and hold harmless the Trust Administrator and the
      Master 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 a breach of the obligations of the Depositor under
      this Section 4.05 or the Depositor’s negligence, bad faith or willful misconduct
      in connection therewith.

     

    (C) The
      Master Servicer shall indemnify and hold harmless the Trust Administrator and
      the Depositor 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 obligations of the Master
      Servicer under this Section 4.05 or the Master Servicer’s negligence, bad faith
      or willful misconduct in connection therewith or (ii) any material misstatement
      or omission in the Statement as to Compliance delivered by the Master Servicer
      pursuant to Section 3.20 or the Assessment of Compliance delivered by the Master
      Servicer pursuant to Section 3.21.

     

    (D) The
      Servicer shall indemnify and hold harmless the Master Servicer, Trust
      Administrator and the Depositor 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 obligations of
      the
      Servicer under Section 3.20, Section 3.21 or Section 4.06, including any failure
      by the Servicer (or any Sub-Servicer or any Subcontractor engaged by the
      Servicer), to provide any Back-Up Certification, annual statement of compliance,
      annual assessment of compliance with Servicing Criteria or attestation report,
      any information, data or materials required to be included in any Exchange
      Act
      report or any other information or material when and as required under Sections
      3.20, 3.21 or 4.05, or the Servicer’s negligence, bad faith or willful
      misconduct in connection therewith and (ii) any
      material misstatement or omission contained in any information, disclosure,
      report, certification, data, accountants’ letter or other material provided
      under Sections 3.20, 3.21 and 4.05 to the Master Servicer or the Trust
      Administrator by or on behalf of the Servicer or on behalf of any Sub-Servicer
      or Subcontractor), including any material misstatement or material omission
      in
      (i) any Back-Up Certification, annual statement of compliance, annual assessment
      of compliance with Servicing Criteria or attestation report delivered by the
      Servicer, or by any Sub-Servicer or Subcontractor engaged by it, pursuant to
      this Agreement, or (ii) any Additional Form 10-D Disclosure, Additional Form
      10-K Disclosure or Form 8-K Disclosure Information provided by the
      Servicer.

     

    (E) The
      Trustee (and in its capacity as Custodian) shall indemnify and hold harmless
      the
      Master Servicer, Trust Administrator and the Depositor 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 obligations of the Trustee under Section 3.21 or Section 4.06,
      including any failure by the Trustee, to provide any annual assessment of
      compliance or attestation report, any information, data or materials required
      to
      be included in any Exchange Act report or any other information or material
      when
      and as required under Sections 3.21 or 4.05, or the Trustee’s negligence, bad
      faith or willful misconduct in connection therewith and (ii) any
      material misstatement or omission contained in any information, disclosure,
      report, certification, data, accountants’ letter or other material provided
      under Sections 3.20, 3.21 and 4.05 to the Master Servicer or the Trust
      Administrator by or on behalf of the Trustee,
      including any material misstatement or material omission in (i) any annual
      assessment of compliance or attestation report, or (ii) any Additional Form
      10-D
      Disclosure, Additional Form 10-K Disclosure or Form 8-K Disclosure Information
      provided by the Trustee.

     

    (F) If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the Depositor, the Master Servicer, the Trustee or the Trust
      Administrator, as applicable, then the defaulting party, in connection with
      a
      breach of its respective obligations under this Section 4.05 or its respective
      negligence, bad faith or willful misconduct in connection therewith, agrees
      that
      it shall contribute to the amount paid or payable by the other parties as a
      result of the losses, claims, damages or liabilities of the other party in
      such
      proportion as is appropriate to reflect the relative fault and the relative
      benefit of the respective parties. This indemnification shall survive the
      termination of this Agreement or the termination of any party to this
      Agreement.

     

    (c)  Nothing
      shall be construed from the foregoing subsections (a) and (b) to require the
      Trust Administrator or any officer, director or Affiliate thereof to sign any
      Form 10-K or any certification contained therein. Furthermore, the inability
      of
      the Trust Administrator to file a Form 10-K as a result of the lack of required
      information as set forth in Section 4.05(a) or required signatures on such
      Form
      10-K or any certification contained therein shall not be regarded as a breach
      by
      the Trust Administrator of any obligation under this Agreement.

     

    (d)  Notwithstanding
      the provisions of Section 11.01, this Section 4.05 may be amended without the
      consent of the Certificateholders.

     

    (e)  Each
      of
      the parties agrees to provide to the Master Servicer and the Trust Administrator
      such additional information related to such party as the Master Servicer and
      the
      Trust Administrator may reasonably request, including evidence of the
      authorization of the person signing any certificate or statement, financial
      information and reports, and such other information related to such party or
      its
      performance hereunder.

     

    (f)  Any
      notice or notification required to be delivered by the Trust Administrator
      or
      Master Servicer to the Depositor pursuant to this 4.05, may be delivered via
      facsimile to the legal department at (203) 618-2132, with a copy delivered
      to
      the operations group at facsimile (203) 422-4646.

     

    
      	SECTION
              4.06  	
              [Reserved]

            


    

     

    
      	SECTION
              4.07  	
              [Reserved]

            


    

     

    
      	SECTION
              4.08  	
              Distributions
                on the REMIC Regular Interests.

            


    

     

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

     

    (i)  to
      Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
      I-1-A
      through I-28-B, on a pro
      rata
      basis,
      in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 1
      Regular Interests for such Distribution Date, plus (B) any amounts payable
      in
      respect thereof remaining unpaid from previous Distribution Dates;

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (A)
      above, payments of principal shall be allocated as follows: first, to REMIC
      1
      Regular Interest I and then to REMIC 1 Regular interests I-1-A through I-28-B
      starting with the lowest numerical denomination until the Uncertificated
      Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
      provided that, for REMIC 1 Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro rata between
      such REMIC 1 Regular Interests; and

     

    (iii)  to
      the
      Holders of REMIC 1 Regular Interest 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 Trust Administrator shall cause in the following order
      of
      priority, the following amounts which shall be deemed to be distributed by
      REMIC
      2 to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from
      the
      Distribution Account and distributed to the holders of the Class R Certificates
      (in respect of the Class R-2 Interest), as the case may be:

     

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

     

    (ii)  second,
      to the extent of Available Funds, to Holders of REMIC 2 Regular Interest LTAA,
      REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
      Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
      LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
      2
      Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
      LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
      Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
      LTM10, REMIC 2 Regular Interest LTB1, REMIC 2 Regular Interest LTB2, REMIC
      2
      Regular Interest LTZZ and REMIC 2 Regular Interest LTP, on a pro
      rata
      basis,
      in an amount equal to (A) the Uncertificated Accrued Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
      in respect of REMIC 2 Regular Interest LTZZ shall be reduced and deferred when
      the REMIC 2 Overcollateralization Amount is less than the REMIC 2
      Overcollateralization Target Amount, by the lesser of (x) the amount of such
      difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount
      and such amount will be payable to the Holders of REMIC 2 Regular Interest
      LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC
      2
      Regular Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular
      Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3,
      REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
      Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
      REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular
      Interest LTB1 and REMIC 2 Regular Interest LTB2 in the same proportion as the
      Overcollateralization Deficiency Amount is allocated to the Corresponding
      Certificates and the Uncertificated Principal Balance of the REMIC 2 Regular
      Interest LTZZ shall be increased by such amount; and

     

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

     

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

     

    (b) 2.00%
      of
      such remainder first, to the Holders of REMIC 2 Regular Interest LTIA1, REMIC
      2
      Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
      Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
      REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
      Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTB1
      and
      REMIC 2 Regular Interest LTB2, 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);

     

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

     

    
      	SECTION
              4.09  	
              Allocation
                of Realized Losses.

            


    

     

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

     

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

     

    (b)  With
      respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated by the Trust Administrator on each Distribution Date,
      first to REMIC 1 Regular Interest I until the Uncertificated Principal Balance
      has been reduced to zero, and second, to REMIC 1 Regular Interest I-1-A through
      REMIC 1 Regular Interest I-28-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 LTB2 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTB2 has been reduced to zero; fourth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
      2
      Regular Interest LTB1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTB1 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM10 and
      REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM10 has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM9 has been reduced to zero; seventh,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
      2
      Regular Interest LTM8 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM8 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM7 and
      REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM7 has been
      reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM6 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM6 has been reduced to zero; tenth, to
      the
      Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
      Regular Interest LTM5 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM5 has been reduced to zero; eleventh, to the Uncertificated
      Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
      LTM4 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
      the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM4 has been
      reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
      2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM3 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM3 has been reduced to zero; thirteenth,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA,
      REMIC
      2 Regular Interest LTM2 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM2 has been reduced to zero and fourteenth,
      to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA,
      REMIC
      2 Regular Interest LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM1 has been reduced to zero.

     

    
      	SECTION
              4.10  	
              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, Wells Fargo Bank, N.A., as Supplemental Interest Trust Trustee,
      in trust for the registered Certificateholders of Fremont Home Loan Trust
      2006-2, Asset-Backed Certificates, Series 2006-2.” 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 Trust Administrator held pursuant to this
      Agreement. Amounts therein shall be held uninvested.

     

    (b)  On
      each
      Distribution Date, prior to any distribution to any Certificate, the
      Supplemental Interest Trust Trustee shall deposit into the Swap Account: (i)
      the
      amount of any Net Swap Payment or Swap Termination Payment (other than any
      Swap
      Termination Payment resulting from a Swap Provider Trigger Event) owed to the
      Swap Provider (after taking into account any upfront payment received from
      the
      counterparty to a replacement interest rate swap agreement) from funds collected
      and received with respect to the Mortgage Loans prior to the determination
      of
      Available Funds. For federal income tax purposes, any amounts paid to the Swap
      Provider on each Distribution Date shall first be deemed paid to the Swap
      Provider in respect of REMIC 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 Trust Administrator 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
      Trust
      Administrator 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
      3 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
      Trust
      Administrator 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 Trust Administrator
      shall, at the direction of the Depositor, appoint a replacement counterparty
      to
      enter into a replacement swap agreement. The Trust Administrator 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 Trust Administrator 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
      Fixed Rate Certificates and Floating Rate Certificates to receive payments
      from
      the Supplemental Interest Trust shall be assigned a value of
      $13,204,501.

     

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

            


    

     

    For
      federal income tax purposes, each holder of a Floating Rate Certificate is
      deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments from either the Net WAC Rate
      Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
      Carryover Amount or the obligation to make payments to the Swap Account. For
      federal income tax purposes, the Trust Administrator will account for payments
      to each Floating Rate Certificates as follows: each Floating Rate 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 Floating Rate Certificate. 

     

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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      V

     

     THE
      CERTIFICATES

     

    
      	SECTION
              5.01  	
              The
                Certificates.

            


    

     

    Each
      of
      the Fixed Rate Certificates, the Floating Rate Certificates, the Class P
      Certificates, the Class C Certificates and the Residual Certificates shall
      be
      substantially in the forms annexed hereto as exhibits, and shall, on original
      issue, be executed, authenticated and delivered by the Trust Administrator
      to or
      upon the order of the Depositor concurrently with the sale and assignment to
      the
      Trust Administrator of the Trust Fund. The Fixed Rate Certificates and the
      Floating Rate Certificates shall be initially evidenced by one or more
      Certificates representing a Percentage Interest with a minimum dollar
      denomination of $25,000 and integral dollar multiples of $1.00 in excess
      thereof; provided, that the Fixed Rate Certificates and the Floating Rate
      Certificates must be purchased in minimum total investments of $100,000 per
      Class and that one Certificate of each such Class of Certificates may be in
      a
      different denomination so that the sum of the denominations of all outstanding
      Certificates of such Class shall equal the Certificate Principal Balance of
      such
      Class on the Closing Date. The Class C Certificates, the Class P Certificates
      and the Residual Certificates are issuable in any Percentage Interests;
      provided, however, that the sum of all such percentages for each such Class
      totals 100% and no more than ten Certificates of each Class may be issued and
      outstanding at any one time.

     

    The
      Certificates shall be executed on behalf of the Trust Administrator by manual
      or
      facsimile signature on behalf of the Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 Fixed Rate Certificates
      and the Floating Rate Certificates shall be Book-Entry Certificates. The other
      Classes of Certificates shall not be Book-Entry Certificates.

     

    
      	SECTION
              5.02  	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

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

     

    Upon
      surrender for registration of transfer of any Certificate at any office or
      agency of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph which office shall initially be the offices of the Trust
      Administrator’s agent located at Sixth Street and Marquette Avenue, Minneapolis,
      Minnesota 55479, Attention: Corporate Trust Services - Fremont Home Loan Trust
      2006-2, and, in the case of a Residual Certificate, upon satisfaction of the
      conditions set forth below, the Trust Administrator 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 Trust
      Administrator 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 Trust Administrator or the Certificate
      Registrar) be duly endorsed by, or be accompanied by a written instrument of
      transfer satisfactory to the Trust Administrator 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 four
      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 Trust
      Administrator 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, the Trust Administrator, the Master
      Servicer 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 Trust Administrator 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 Trust Administrator 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 Trust Administrator 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 or a Master 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 Trust Administrator 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 Trust Administrator
      shall
      in the case of (i) and (ii) above, execute on behalf of the Trust and
      authenticate the Definitive Certificates. None of the Depositor, the Master
      Servicer, the Servicer, the Trustee or the Trust Administrator 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 Trust Administrator, the Certificate
      Registrar, the Servicer, the Master 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
      B-1
      Certificate,
      Class
      B-2 Certificate, Class C Certificate, Class P Certificate or Residual
      Certificate (the “Private Certificates”) shall be made unless such disposition
      is exempt from the registration requirements of the Securities Act of 1933,
      as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and laws. In the event of any such transfer (other
      than in connection with (i) the initial transfer of any such Certificate by
      the
      Depositor to an Affiliate of the Depositor or, in the case of the Class R-X
      Certificates, the first transfer by an Affiliate of the Depositor 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
      Trust Administrator, in substantially the form attached hereto as Exhibit J)
      under the 1933 Act, the Trust Administrator 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 Trust Administrator and the
      Depositor that such transfer may be made pursuant to an exemption, describing
      the applicable exemption and the basis therefor, from the 1933 Act or is being
      made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense
      of the Trust Administrator or the Depositor or (y) the Trust Administrator
      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
      Trust
      Administrator certifying to the Depositor and the Trust Administrator the facts
      surrounding such transfer, which investment letter shall not be an expense
      of
      the Trust Administrator or the Depositor. The Holder of a Private Certificate
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee, the Trust Administrator and the Depositor against any liability that
      may result if the transfer is not so exempt or is not made in accordance with
      such federal and state laws.

     

    Notwithstanding
      the foregoing, in the event of any such transfer of any Ownership Interest
      in
      any Private Certificate that is a Book-Entry Certificate, except with respect
      to
      the initial transfer of any such Ownership Interest by the Depositor, such
      transfer shall be required to be made in reliance upon Rule 144A under the
      1933
      Act, and the transferor will be deemed to have made each of the transferor
      representations and warranties set forth Exhibit L hereto in respect of such
      interest as if it was evidenced by a Definitive Certificate and the transferee
      will be deemed to have made each of the transferee representations and
      warranties set forth Exhibit J hereto in respect of such interest as if it
      was
      evidenced by a Definitive Certificate. The Certificate Owner of any such
      Ownership Interest in any such Book-Entry Certificate desiring to effect such
      transfer shall, and does hereby agree to, indemnify the Trust Administrator
      and
      the Depositor against any liability that may result if the transfer is not
      so
      exempt or is not made in accordance with such federal and state
      laws.

     

    Notwithstanding
      the foregoing, no certification or Opinion of Counsel described above in this
      Section 5.02(d) will be required in connection with the transfer, on the Closing
      Date, of any Residual Certificate by the Depositor to an “accredited investor”
within the meaning of Rule 501 of the 1933 Act.

     

    No
      transfer of a Class C Certificate, Class P Certificate or Residual Certificate
      or any interest therein shall be made to any Plan subject to ERISA or Section
      4975 of the Code, any Person acting, directly or indirectly, on behalf of any
      such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan
      within the meaning of the Department of Labor regulation promulgated at 29
      C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the form
      of Exhibit M, unless the Trust Administrator is provided with an Opinion of
      Counsel for the benefit of the Trustee, the Trust Administrator, the Depositor,
      the Master Servicer and the Servicer and on which they may rely which
      establishes to the satisfaction of the Depositor, the Trust Administrator,
      the
      Servicer and the Master Servicer 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 Master Servicer, the Servicer, the Trust
      Administrator, 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 Master Servicer, the Servicer,
      the
      Trust Administrator, 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 Trust Administrator shall be entitled
      to conclusively rely upon a representation (which, upon the request of the
      Trust
      Administrator, shall be a written representation) from the Depositor of the
      status of such transferee as an affiliate of the Depositor.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of a Floating Rate Certificate or any interest therein, shall be deemed to
      have
      represented, by virtue of its acquisition or holding of the Floating Rate
      Certificate, or interest therein, that either (i) it is not a Plan or (ii)
      (A)
      it is an accredited investor within the meaning of Prohibited Transaction
      Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by
      PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765
      (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the
      “Exemption”) and (B) the acquisition and holding of such Certificate and the
      separate right to receive payments from the Supplemental Interest Trust are
      eligible for the exemptive relief available under Prohibited Transaction Class
      Exemption (“PTCE”) 84-14, 91-38, 90-1, 95-60 or 96-23, in the case of a
      Mezzanine Certificate or PTCE 95-60, in the case of a Class B
      Certificate.

     

    Subsequent
      to the termination of the Supplemental Interest Trust, each Transferee of a
      Mezzanine Certificate or Class B Certificate will be deemed to have represented
      by virtue of its purchase or holding of such Certificate (or interest therein)
      that either (a) such Transferee is not a Plan or purchasing such Certificate
      with Plan Assets, (b) in the case of a Mezzanine Certificate, it has acquired
      and is holding such Certificate in reliance on the Exemption and that it
      understands that there are certain conditions to the availability of the
      Exemption including that such Certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by a Rating Agency or (c)
      the following conditions are satisfied: (i) such Transferee is an insurance
      company, (ii) the source of funds used to purchase or hold such Certificate
      (or
      interest therein) is an “insurance company general account” (as defined in U.S.
      Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and
      (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
      satisfied.

     

    If
      any
      Mezzanine Certificate or Private Certificate or any interest therein is acquired
      or held in violation of the provisions of the two preceding paragraphs, the
      next
      preceding permitted beneficial owner will be treated as the beneficial owner
      of
      that Certificate retroactive to the date of transfer to the purported beneficial
      owner. Any purported beneficial owner whose acquisition or holding of any such
      Certificate or interest therein was effected in violation of the provisions
      of
      the two preceding paragraphs shall indemnify and hold harmless the Depositor,
      the Master Servicer, the Servicer, the Trust Administrator, the Trustee, the
      NIMS Insurer 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 Trust
      Administrator 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 Trust Administrator 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 Trust Administrator 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 Trust
      Administrator received the documents specified in clause (iii). The Trust
      Administrator 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 Trust Administrator shall be distributed
      and delivered by the Trust Administrator 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
      Trust Administrator 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 Trust
      Administrator to the previous Holder of such Residual Certificate that is a
      Permitted Transferee, except that in the event that the Trust Administrator
      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
      Trust Administrator 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 Trust Administrator 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
      Trust Administrator 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 Trust
      Administrator, in form and substance satisfactory to the Trust Administrator,
      (i) written notification from each Rating Agency that the removal of the
      restrictions on transfer set forth in this Section will not cause such Rating
      Agency to downgrade its rating of the Certificates and (ii) an Opinion of
      Counsel to the effect that such removal will not cause any REMIC created
      hereunder to fail to qualify as a REMIC.

     

    (e)  No
      service charge shall be made for any registration of transfer or exchange of
      Certificates of any Class, but the Certificate Registrar may require payment
      of
      a sum sufficient to cover any tax or governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      canceled by the Certificate Registrar and disposed of pursuant to its standard
      procedures.

     

    
      	SECTION
              5.03  	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

    If
      (i)
      any mutilated Certificate is surrendered to the Certificate Registrar or the
      Certificate Registrar receives evidence to its satisfaction of the destruction,
      loss or theft of any Certificate and (ii) there is delivered to the Trustee,
      the
      Depositor and the Certificate Registrar such security or indemnity as may be
      required by them to save each of them harmless, then, in the absence of notice
      to the Trustee Administrator, the Trustee or the Certificate Registrar that
      such
      Certificate has been acquired by a bona fide purchaser, the Trust Administrator
      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 Trust Administrator 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 Master Servicer, the Trust Administrator, the
      Trustee, the Certificate Registrar, any Paying Agent and any agent of the
      Servicer, the Depositor, the Master Servicer, the Trust Administrator, 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 Master Servicer, the Trust Administrator, 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 Trust
      Administrator. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI

     

    THE
      MASTER SERVICER AND THE DEPOSITOR

     

    
      	SECTION
              6.01  	
              Liability
                of the Master Servicer, the Servicer and the
                Depositor.

            


    

     

    The
      Master Servicer and the Servicer shall be liable in accordance herewith only
      to
      the extent of the obligations specifically imposed upon and undertaken by the
      Master Servicer and 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 Master
                Servicer or the Depositor.

            


    

     

    Any
      entity into which the Servicer, the Master Servicer or Depositor may be merged
      or consolidated, or any entity resulting from any merger, conversion or
      consolidation to which the Servicer the Master Servicer or the Depositor shall
      be a party, or any corporation succeeding to the business of the Servicer the
      Master Servicer or the Depositor, shall be the successor of the Servicer the
      Master 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, the Master Servicer and
                Others.

            


    

     

    Neither
      the Master Servicer, the Servicer or the Depositor nor any of the directors
      or
      officers or employees or agents of the Master Servicer, 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
      Master Servicer, 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 Master Servicer, 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
      Master Servicer, the Servicer or the Depositor, as the case may be, or by reason
      of its reckless disregard of its obligations and duties of the Master Servicer,
      the Servicer or the Depositor, as the case may be, hereunder; provided, further,
      that this provision shall not be construed to entitle the Master Servicer and
      the Servicer to indemnity in the event that amounts advanced by the Master
      Servicer and the Servicer to retire any senior lien exceed Liquidation Proceeds
      (in excess of related liquidation expenses) realized with respect to the related
      Mortgage Loan. The Master Servicer and the Servicer and any director or officer
      or employee or agent of the Master Servicer and 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 Master Servicer and
      the
      Servicer and the Depositor, and any director or officer or employee or agent
      of
      the Master Servicer and 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
      Master Servicer, 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, the Master Servicer,
      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 Master Servicer’s and the Servicer’s right
      to indemnity or reimbursement pursuant to this Section shall survive any
      resignation or termination of the Master Servicer and 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 Master Servicer and the Servicer solely in their capacity as Master
      Servicer and Servicer hereunder and in no other capacities.

     

    
      	SECTION
              6.04  	
              Limitation
                on Resignation of the Servicer; Assignment of Master
                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, the Trust Administrator and the Master Servicer. No resignation
      of
      the Servicer shall become effective until the Master Servicer or (if the Master
      Servicer is the Servicer) the Trustee or a successor servicer shall have assumed
      the Servicer’s responsibilities, duties, liabilities (other than those
      liabilities arising prior to the appointment of such successor) and obligations
      under this Agreement.

     

    Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party
      beneficiary hereunder and the parties hereto shall not be required to recognize
      any Subservicer as an indemnitee under this Agreement.

     

    The
      Master Servicer may sell, assign or delegate its rights, duties and obligations
      as Master Servicer under this Agreement in their entirety; provided, however,
      that: (i) the purchaser or transferee accepting such sale, assignment and
      delegation (a) shall be a Person qualified to service mortgage loans for Fannie
      Mae or Freddie Mac; (b) shall have a net worth of not less than $50,000,000
      (unless otherwise approved by each Rating Agency pursuant to clause (ii) below);
      (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing
      signed by the Trustee); and (d) shall execute and deliver to the Trustee an
      agreement, in form and substance reasonably satisfactory to the Trustee, which
      contains an assumption by such Person of the due and punctual performance and
      observance of each covenant and condition to be performed or observed by it
      as
      master servicer under this Agreement from and after the effective date of such
      assumption agreement; (ii) each Rating Agency shall be given prior written
      notice of the identity of the proposed successor to the Master Servicer and
      shall confirm in writing to the Master Servicer and the Trustee that any such
      sale, assignment or delegation would not result in a withdrawal or a downgrading
      of the rating on any Class of Certificates in effect immediately prior to such
      sale, assignment or delegation; and (iii) the Master Servicer shall deliver
      to
      the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
      that all conditions precedent to such action under this Agreement have been
      fulfilled and such action is permitted by and complies with the terms of this
      Agreement. No such sale, assignment or delegation shall affect any liability
      of
      the Master Servicer arising prior to the effective date thereof.

     

    
      	SECTION
              6.05  	
              Successor
                Master Servicer.

            


    

     

    In
      connection with the appointment of any successor Master Servicer or the
      assumption of the duties of the Master Servicer, the Depositor or the Trustee
      may make such arrangements for the compensation of such successor Master
      Servicer out of payments on the Mortgage Loans as the Depositor or the Trustee
      and such successor Master Servicer shall agree. If the successor Master Servicer
      does not agree that such market value is a fair price, such successor Master
      Servicer shall obtain two quotations of market value from third parties actively
      engaged in the master servicing of single-family mortgage loans. Notwithstanding
      the foregoing, the compensation payable to a successor Master Servicer may
      not
      exceed the compensation which the Master Servicer would have been entitled
      to
      retain if the Master Servicer had continued to act as Master 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. The Servicer shall provide the Trustee, the
      Trust Administrator and the NIMS Insurer with written notice prior to the
      delegation of any of its duties to any Person other than any of the Servicer’s
      Affiliates or their respective successors and assigns.

     

    
      	SECTION
              6.07  	
              [Reserved].

            


    

     

    
      	SECTION
              6.08  	
              Inspection.

            


    

     

    The
      Servicer, in its capacity as Servicer, shall afford the Depositor, the Master
      Servicer, the Trust Administrator, the NIMS Insurer 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.

            


    

     

    For
      and on behalf of the Depositor, the Credit Risk Manager will provide reports
      and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the respective Credit Risk Management
      Agreement, and the Credit Risk Manager shall look solely to the Servicer and/or
      Master Servicer, as applicable, for all information and data (including loss
      and
      delinquency information and data) relating to the servicing of the Mortgage
      Loans. Upon any termination of the Credit Risk Manager or the appointment of
      a
      successor Credit Risk Manager, the Depositor shall give written notice thereof
      to the Servicer, the Trustee, the Master Servicer, the Trust Administrator
      and
      each Rating Agency. Notwithstanding the foregoing, the termination of the Credit
      Risk Manager pursuant to this Section shall not become effective until the
      appointment of a successor Credit Risk Manager.

     

    
      	SECTION
              6.10  	
              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
      Trust Administrator, the Servicer and/or the Master 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 and/or the Master 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 and/or the Master 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 Trust Administrator.
      Upon receipt of such notice, the Trust Administrator 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 and Master Servicer Events of
                Termination.

            


    

     

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

     

    (i)  (A)
      The
      failure by the Servicer to make any Advance; or (B) any other failure by the
      Servicer to deposit in the Collection Account or Distribution Account any
      deposit required to be made under the terms of this Agreement which continues
      unremedied for a period of one Business Day after the date upon which written
      notice of such failure shall have been given to the Servicer by the Trust
      Administrator or to the Servicer and the Trust Administrator by the NIMS Insurer
      or any Holders of a Regular Certificate evidencing at least 25% of the Voting
      Rights; or

     

    (ii)  The
      failure by the Servicer to make any required Servicing Advance which failure
      continues unremedied for a period of 30 days, or the failure by the Servicer
      duly to observe or perform, in any material respect, any other covenants,
      obligations or agreements of the Servicer as set forth in this Agreement, which
      failure continues unremedied for a period of 30 days, 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 Trust Administrator or to the Trust
      Administrator by the NIMS Insurer or any Holders of a Regular Certificate
      evidencing at least 25% of the Voting Rights or (B) of actual knowledge of
      such
      failure by a Servicing Officer of the Servicer; provided, however, that in
      the
      case of a failure or breach that cannot be cured within 30 days after
      notice or actual knowledge by the Servicer, the cure period may be extended
      for
      an additional 30 days upon delivery by the Servicer to the Depositor, the Master
      Servicer, the Trust Administrator and the Trustee of a certificate to the effect
      that the Servicer believes in good faith that the failure or breach can be
      cured
      within such additional time period and the Servicer is diligently pursuing
      remedial action; or

     

    (iii)  The
      entry
      against the Servicer of a decree or order by a court or agency or supervisory
      authority having jurisdiction in the premises for the appointment of a trustee,
      conservator, receiver or liquidator in any insolvency, conservatorship,
      receivership, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding up or liquidation of its affairs, and
      the continuance of any such decree or order unstayed and in effect for a period
      of 60 days; or

     

    (iv)  The
      Servicer shall voluntarily go into liquidation, consent to the appointment
      of a
      conservator or receiver or liquidator or similar person in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings of or relating to the Servicer or of or relating to all or
      substantially all of its property; or a decree or order of a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver, liquidator or similar person in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Servicer and such decree or order shall have remained
      in force undischarged, unbonded or unstayed for a period of 60 days; or the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors
      or
      voluntarily suspend payment of its obligations; or

     

    (v)  The
      Servicer fails to duly perform, within the required time period, its obligations
      under Section 3.20, Section 3.21 or Section 4.05, which failure continues
      unremedied for a period of three (3) days after the date on which written notice
      of such failure, requiring the same to be remedied, shall have been given to
      the
      Servicer by any party to this Agreement;

     

    then,
      and
      in each and every such case, so long as a Servicer Event of Termination shall
      not have been remedied within the applicable grace period, (x) with respect
      solely to clause (i)(A) above, if such Advance is not made by 11:00 A.M., New
      York time, on the Business Day immediately following the Servicer Remittance
      Date (provided the Trust Administrator shall give the Servicer notice of such
      failure to advance by 5:00 P.M. New York time on the Servicer Remittance Date),
      the Trust Administrator shall, at the direction of the NIMS Insurer, terminate
      all of the rights and obligations of the Servicer under this Agreement, to
      the
      extent permitted by law, and in and to the Mortgage Loans and the proceeds
      thereof and the Master Servicer or the Trustee (as
      successor master servicer and 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, (y) in
      the
      case of (i)(B), (ii), (iii) and (iv) above, the Trust Administrator shall,
      at
      the direction of the NIMS Insurer or 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 Trust Administrator
      if
      given by Holders of Certificates), terminate all of the rights and obligations
      of the Servicer as servicer under this Agreement
      and (z)
      in the case of (v) above, the Trust Administrator shall, at the direction of
      the
      Depositor, by notice then given in writing to the Servicer, 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 Master Servicer and the Trustee are 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 Master Servicer and 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 Master Servicer and the Trustee (as successor
      master servicer and 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.


     

    (b)  “Master
      Servicer Event of Termination,” wherever used herein, means any one of the
      following events:

     

    (i)  the
      Master Servicer fails to cause to be deposited in the Distribution Account
      any
      amount so required to be deposited pursuant to this Agreement (other than an
      Advance), and such failure continues unremedied for a period of three Business
      Days after the date upon which written notice of such failure, requiring the
      same to be remedied, shall have been given to the Master Servicer;
      or

     

    (ii)  the
      Master Servicer fails to observe or perform in any material respect any other
      material covenants and agreements set forth in this Agreement to be performed
      by
      it, which covenants and agreements materially affect the rights of
      Certificateholders, and such failure continues unremedied for a period of 60
      days after the date on which written notice of such failure, properly requiring
      the same to be remedied, shall have been given to the Master Servicer by the
      Trustee or to the Master Servicer and the Trustee by the Holders of Certificates
      evidencing not less than 25% of the Voting Rights; or

     

    (iii)  there
      is
      entered against the Master Servicer a decree or order by a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver or liquidator in any insolvency, readjustment of debt,
      marshaling 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 is unstayed and in effect for a period of 60 consecutive days, or an
      involuntary case is commenced against the Master Servicer under any applicable
      insolvency or reorganization statute and the petition is not dismissed within
      60
      days after the commencement of the case; or

     

    (iv)  the
      Master Servicer consents to the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to the Master Servicer or
      substantially all of its property; or the Master Servicer admits in writing
      its
      inability to pay its debts generally as they become due, files a petition to
      take advantage of any applicable insolvency or reorganization statute, makes
      an
      assignment for the benefit of its creditors, or voluntarily suspends payment
      of
      its obligations; or

     

    (v)  the
      Master Servicer assigns or delegates its duties or rights under this Agreement
      in contravention of the provisions permitting such assignment or delegation
      under Section 6.05; or

     

    (vi)  any
      failure of the Master Servicer to make any Advance (other than a Nonrecoverable
      Advance) required to be made from its own funds pursuant to Section 4.04 by
      5:00 p.m. New York time on the Business Day prior to the applicable Distribution
      Date.

     

    In
      each
      and every such case, so long as such Master Servicer Event of Termination with
      respect to the Master Servicer shall not have been remedied, either the Trustee
      or the Holders of Certificates evidencing not less than 51% of the Voting
      Rights, by notice in writing to the Depositor, the Master Servicer (and to
      the
      Trustee if given by such Certificateholders), with a copy to the Rating
      Agencies, may terminate all of the rights and obligations (but not the
      liabilities) of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and/or the REO Property master serviced by the Master Servicer
      and the proceeds thereof. Upon the receipt by the Master Servicer of the written
      notice, all authority and power of the Master Servicer under this Agreement,
      whether with respect to the Certificates, the Mortgage Loans, REO Property
      or
      under any other related agreements (but only to the extent that such other
      agreements relate to the Mortgage Loans or related REO Property) shall, subject
      to Section 7.03, automatically and without further action pass to and be
      vested in the Trustee(as successor master servicer and servicer) pursuant to
      this Section 7.01(b); and, without limitation, the Trustee (as successor
      master servicer and servicer) is hereby authorized and empowered to execute
      and
      deliver, on behalf of the Master 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 or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s rights and obligations hereunder, including, without limitation, the
      transfer to the Trustee of (i) the property and amounts which are then or should
      be part of the Trust Fund or which thereafter become part of the Trust Fund;
      and
      (ii) originals or copies of all documents of the Master Servicer reasonably
      requested by the Trustee to enable it to assume the Master Servicer’s duties
      thereunder. In addition to any other amounts which are then, or, notwithstanding
      the termination of its activities under this Agreement, may become payable
      to
      the Master Servicer under this Agreement, the Master Servicer shall be entitled
      to receive, out of any amount received on account of a Mortgage Loan or related
      REO Property, that portion of such payments which it would have received as
      reimbursement under this Agreement if notice of termination had not been given.
      The termination of the rights and obligations of the Master Servicer shall
      not
      affect any obligations incurred by the Master Servicer prior to such
      termination.

     

    Notwithstanding
      the foregoing, if a Master Servicer Event of Termination described in clause
      (v)
      of this Section 7.01(b) shall occur, the Trustee shall, by notice in
      writing to the Master Servicer, which may be delivered by telecopy, immediately
      terminate all of the rights and obligations of the Master Servicer thereafter
      arising under this Agreement, but without prejudice to any rights it may have
      as
      a Certificateholder or to reimbursement of Advances and other advances of its
      own funds, and the Trustee shall (as successor master servicer) act as provided
      in Section 7.03 to carry out the duties of the Master Servicer, including
      the obligation to make any Advance the nonpayment of which was a Master Servicer
      Event of Termination described in clause (vi) of this Section 7.01(b). Any
      such action taken by the Trustee or the Trust Administrator must be prior to
      the
      distribution on the relevant Distribution Date. 

     

    
      	SECTION
              7.02  	
              Master
                Servicer or 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
      Master Servicer or (if the Master Servicer is the Servicer) 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 Master Servicer or 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 Master Servicer or 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 Master Servicer or 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 Master Servicer or the Trustee is
      unwilling to act as successor Servicer or (ii) if the Master Servicer or the
      Trustee is legally unable so to act, the Master Servicer or Trustee shall
      appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution, bank or other mortgage loan
      or
      home equity loan servicer having a net worth of not less than $50,000,000 as
      the
      successor to the Servicer hereunder in the assumption of all or any part of
      the
      responsibilities, duties or liabilities of the Servicer hereunder; provided,
      that the appointment of any such successor Servicer shall be approved by the
      NIMS Insurer (such approval not to be unreasonably withheld), as evidenced
      by
      the prior written consent of the NIMS Insurer, and will not result in the
      qualification, reduction or withdrawal of the ratings assigned to the
      Certificates by the Rating Agencies as evidenced by a letter to such effect
      from
      the Rating Agencies. Pending appointment of a successor to the Servicer
      hereunder, the Master Servicer or 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 Master
      Servicer or 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 Master Servicer or 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 Master Servicer or 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, the Master Servicer
      or the Trustee (in which case the successor Servicer, the Master 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 Master Servicer or 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 Master Servicer or 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  	
              Trustee
                to Act; Appointment of Successor Master
                Servicer.

            


    

     

    (a)  Upon
      the
      receipt by the Master Servicer of a notice of termination pursuant to
      Section 7.01(b) or an Opinion of Counsel rendered by Independent counsel
      pursuant to Section 6.05(b) to the effect that the Master Servicer is
      legally unable to act or to delegate its duties to a Person which is legally
      able to act, the Trustee shall automatically become the successor in all
      respects to the Master Servicer in its capacity under this Agreement and the
      transactions set forth or provided for herein and shall thereafter be subject
      to
      all the responsibilities, duties, liabilities and limitations on liabilities
      relating thereto placed on the Master Servicer by the terms and provisions
      hereof; provided, however, that the Trustee (i) shall have no obligation
      whatsoever with respect to any liability (other than Advances deemed recoverable
      and not previously made) incurred by the Master Servicer at or prior to the
      time
      of termination and (ii) shall not be obligated to perform any obligation of
      the
      Master Servicer under Section 3.20 or 3.21 with respect to any period of time
      during which the Trustee was not the Master Servicer. As compensation therefor,
      but subject to Section 6.05, the Trustee shall be entitled to compensation
      which the Master Servicer would have been entitled to retain if the Master
      Servicer had continued to act hereunder, except for those amounts due the Master
      Servicer as reimbursement permitted under this Agreement for advances previously
      made or expenses previously incurred. Notwithstanding the above, the Trustee
      may, if it shall be unwilling so to act, or shall, if it is legally unable
      so to
      act, appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution which is a Fannie Mae- or
      Freddie Mac-approved servicer, and with respect to a successor to the Master
      Servicer only, having a net worth of not less than $10,000,000, as the successor
      to the Master Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Master Servicer hereunder;
      provided, that the Depositor shall obtain consent and a letter or other evidence
      each Rating Agency that the ratings, if any, on each of the Certificates will
      not be lowered as a result of the selection of the successor to the Master
      Servicer. Pending appointment of a successor to the Master Servicer hereunder,
      the Trustee shall act in such capacity as hereinabove provided. In connection
      with such appointment and assumption, the Trustee may make such arrangements
      for
      the compensation of such successor out of payments on the Mortgage Loans as
      it
      and such successor shall agree; provided, however, that the provisions of
      Section 6.05 shall apply, the compensation shall not be in excess of that
      which the Master Servicer would have been entitled to if the Master Servicer
      had
      continued to act hereunder, and that such successor shall undertake and assume
      the obligations of the Trustee to pay compensation to any third Person acting
      as
      an agent or independent contractor in the performance of master servicing
      responsibilities hereunder. The Trustee and such successor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession.

     

    If
      the
      Master Servicer and the Trust Administrator are the same entity, then at any
      time the Master Servicer resigns or is removed as Master Servicer, the Trust
      Administrator shall also be removed hereunder. All reasonable Master Servicing
      Transfer Costs shall be paid by the predecessor Master Servicer (or, if the
      Trustee is the predecessor master servicer, the Trust Fund) upon presentation
      of
      reasonable documentation of such costs, and if such predecessor Master Servicer
      defaults in its obligation to pay such costs, such costs shall be paid by the
      successor Master Servicer or the Trustee (in which case the successor Master
      Servicer or the Trustee, as applicable, shall be entitled to reimbursement
      therefor from the assets of the Trust Fund).

     

    If
      the
      Trustee shall succeed to any duties of the Master Servicer respecting the
      Mortgage Loans as provided herein, it shall do so in a separate capacity and
      not
      in its capacity as Trustee and, accordingly, the provisions of Article VIII
      shall be inapplicable to the Trustee in its duties as the successor to the
      Master Servicer in the master servicing of the Mortgage Loans (although such
      provisions shall continue to apply to the Trustee in its capacity as Trustee);
      the provisions of Article VI, however, shall apply to it in its capacity as
      successor Master Servicer.

     

    
      	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 or Master 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 Trust Administrator or the
      Trustee as applicable, to the Rating Agencies.

     

    
      	SECTION
              7.05  	
              Notification
                to Certificateholders.

            


    

     

    (a)  Upon
      any
      termination or appointment of a successor to the Servicer or the Master Servicer
      pursuant to this Article VII or Section 6.04, the Trust Administrator, or in
      the
      event of the termination of the Master Servicer, the Trustee (or such other
      trust administrator) 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 or a Master Servicer Event of Termination for five Business Days
      after a Responsible Officer of the Trust Administrator (in the case of a
      Servicer Event of Termination) or the Trustee (in the case of a Master Servicer
      Event of Termination) becomes aware of the occurrence of such an event, the
      Trust Administrator or Trustee, as applicable, shall transmit by mail to the
      Credit Risk Manager and all Certificateholders notice of such occurrence unless
      such default, Servicer Event of Termination or Master Servicer Event of
      Termination shall have been waived or cured.

     

    
      	SECTION
              7.06  	
              Survivability
                of Servicer and Master Servicer
                Liabilities.

            


    

     

    Notwithstanding
      anything herein to the contrary, upon termination of the Servicer or the Master
      Servicer hereunder, any liabilities of the Servicer or the Master Servicer,
      as
      applicable, which accrued prior to such termination shall survive such
      termination.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      VIII

     

    THE
      TRUSTEE
      AND THE
      TRUST ADMINISTRATOR

     

    
      	SECTION
              8.01  	
              Duties
                of Trustee and Trust Administrator.

            


    

     

    The
      Trustee and the Trust Administrator, prior to the occurrence of a Servicer
      Event
      of Termination or Master Servicer Event of Termination and after the curing
      of
      all Servicer Events of Termination or Master 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 or Master Servicer Event of Termination has occurred (which has
      not
      been cured) of which a Responsible Officer has knowledge, each of the Trustee
      and the Trust Administrator 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 person would exercise or use under the circumstances
      in
      the conduct of his own affairs.

     

    Each
      of
      the Trustee and the Trust Administrator, 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 neither the Trustee nor the Trust Administrator will 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
      or the Trust Administrator, as applicable, shall take such action as it deems
      appropriate to have the instrument corrected, and if the instrument is not
      corrected to the Trustee’s or the Trust Administrator’s satisfaction, the
      Trustee or the Trust Administrator, as applicable, will provide notice thereof
      to the Certificateholders.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee or the
      Trust Administrator 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 or Master Servicer Event
      of
      Termination, and after the curing of all such Servicer Events of Termination
      or
      Master Servicer Events of Termination which may have occurred, the duties and
      obligations of the Trustee and the Trust Administrator shall be determined
      solely by the express provisions of this Agreement, the Trustee and the Trust
      Administrator 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
      or the Trust Administrator and, in the absence of bad faith on the part of
      the
      Trustee or the Trust Administrator, as applicable, the Trustee or the Trust
      Administrator, as applicable, 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 or the Trust Administrator,
      as
      the case may be, and conforming to the requirements of this
      Agreement;

     

    (ii)  neither
      the Trustee nor the Trust Administrator shall be personally liable for an error
      of judgment made in good faith by a Responsible Officer of the Trustee or the
      Trust Administrator, as applicable, unless it shall be proved that the Trustee
      or the Trust Administrator, as the case may be, was negligent in ascertaining
      the pertinent facts; 

     

    (iii)  neither
      the Trustee nor the Trust Administrator shall 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 the Trust Administrator, as applicable, 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.

     

    Neither
      the Trustee nor the Trust Administrator shall 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 Master 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 Master Servicer
      in
      accordance with the terms of this Agreement.

     

    
      	SECTION
              8.02  	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator.

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

    (i)  either
      the Trustee or the Trust Administrator 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 or the Trust Administrator may prescribe;

     

    (ii)  either
      the Trustee or the Trust Administrator 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)  neither
      the Trustee nor the Trust Administrator shall 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 or the NIMS
      Insurer, pursuant to the provisions of this Agreement, unless such
      Certificateholders or the NIMS Insurer, as applicable, shall have offered to
      the
      Trustee or the Trust Administrator, as applicable, reasonable security or
      indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby; the right of the Trustee or the Trust Administrator to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and neither the Trustee nor the Trust Administrator shall
      be answerable for other than its negligence or willful misconduct in the
      performance of any such act;

     

    (iv)  neither
      the Trustee nor the Trust Administrator shall 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
      or
      Master Servicer Event of Termination and after the curing of all Servicer Events
      of Termination or Master Servicer Events of Termination which may have occurred,
      neither the Trustee nor the Trust Administrator shall 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 or the NIMS Insurer; provided, however, that
      if the payment within a reasonable time to the Trustee or the Trust
      Administrator, as applicable, 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 or the Trust Administrator, as applicable, not reasonably assured to
      the
      Trustee or the Trust Administrator, as applicable, by the security afforded
      to
      it by the terms of this Agreement, the Trustee or the Trust Administrator,
      as
      applicable, may require reasonable indemnity against such cost, expense or
      liability as a condition to such proceeding. The reasonable expense of every
      such examination shall be paid by the Servicer or the NIMS Insurer (if requested
      by the NIMS Insurer) or, if paid by the Trustee or the Trust Administrator,
      as
      applicable, shall be reimbursed by the Servicer or the NIMS Insurer ( if
      requested by the NIMS Insurer) upon demand and, if not reimbursed by the
      Servicer or the NIMS Insurer (if requested by the NIMS Insurer), shall be
      reimbursed by the Trust. Nothing in this clause (v) shall derogate from the
      obligation of the Servicer to observe any applicable law prohibiting disclosure
      of information regarding the Mortgagors;

     

    (vi)  the
      Trustee or the Trust Administrator shall not be accountable, shall have no
      liability and make 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 or the Trust Administrator 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 or the Trust Administrator 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)  neither
      the Trustee nor the Trust Administrator shall 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 the Trust Administrator or its Affiliates are permitted to receive
      compensation that could be deemed to be in the Trustee’s or the Trust
      Administrator’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.

     

    To
      help
      fight the funding of terrorism and money laundering activities, the Trustee
      or
      the Trust Administrator will obtain, verify, and record information that
      identifies individuals or entities that establish a relationship or open an
      account with the Trustee or the Trust Administrator. The Trustee or the Trust
      Administrator will ask for the name, address, tax identification number and
      other information that will allow the Trustee or the Trust Administrator to
      identify the individual or entity who is establishing the relationship or
      opening the account. The Trustee or the Trust Administrator may also ask for
      formation documents such as articles of incorporation, an offering memorandum,
      or other identifying documents to be provided.

     

    
      	SECTION
              8.03  	
              Trustee
                and Trust Administrator Not Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than, with respect
      to
      the Trust Administrator, the authentication of the Trust Administrator on the
      Certificates) shall be taken as the statements of the Depositor, and neither
      the
      Trustee nor the Trust Administrator assumes responsibility for the correctness
      of the same. Neither the Trustee nor the Trust Administrator makes any
      representations as to the validity or sufficiency of this Agreement or of the
      Certificates (other than, with respect to the Trust Administrator, the signature
      and authentication of the Trust Administrator on the Certificates) or of any
      Mortgage Loan or related document or MERS or the MERS® System other than, with
      respect to the Trust Administrator, the Trust Administrator’s execution and
      authentication of the Certificates. Neither the Trustee nor the Trust
      Administrator shall 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 and the Trust Administrator 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
      Trust Administrator 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 Trust Administrator 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 Trust
      Administrator; the failure of a Servicer or any Sub-Servicer to act or perform
      any duties required of it as agent of the Trust Administrator hereunder; or
      any
      action by the Trust Administrator 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. Neither the Trust Administrator nor the Trustee shall have
      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
                and Trust Administrator May Own
                Certificates.

            


    

     

    The
      Trustee and the Trust Administrator 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 or Trust Administrator may transact any banking
      and
      trust business with the Originator, the Servicer, the Depositor or their
      Affiliates.

     

    
      	SECTION
              8.05  	
              Trust
                Administrator and Trustee Compensation and
                Expenses.

            


    

     

    (a)  The
      Trust
      Administrator will be paid by the Master Servicer pursuant to a side letter
      between each other. 

     

    (b)  The
      Trustee, the Trust Administrator or any director, officer, employee or agent
      of
      any of them, 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 or the Trust Administrator, including the
      compensation and the expenses and disbursements of its agents and counsel,
      in
      the ordinary course of the Trustee’s or the Trust Administrator’s performance in
      accordance with the provisions of this Agreement) incurred by the Trustee or
      by
      the Trust Administrator arising out of or in connection with the acceptance
      or
      administration of the obligations and duties of the Trustee or the Trust
      Administrator under this Agreement, other than any loss, liability or expense
      (i) resulting from a breach of the Servicer’s or the Master Servicer’s
      obligations and duties under this Agreement for which the Trustee or the Trust
      Administrator, as applicable, 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 or of the Trust Administrator, as applicable,
      in
      the performance of its duties hereunder or by reason of the Trustee’s or the
      Trust Administrator’s, as applicable, reckless disregard of obligations and
      duties hereunder or as a result of a breach of the Trustee’s or the Trust
      Administrator’s, as applicable, obligations under Article X hereof. Any amounts
      payable to the Trustee, the Trust Administrator or any director, officer,
      employee or agent of the Trustee or the Trust Administrator, 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, the Trust Administrator
      or
      any director, officer, employee or agent of the Trustee or the Trust
      Administrator, may have hereunder in its capacity as such, may be withdrawn
      by
      the Trust Administrator from the Distribution Account at any time. The foregoing
      indemnity shall survive the resignation or removal of the Trustee or the Trust
      Administrator.

     

    
      	SECTION
              8.06  	
              Eligibility
                Requirements for Trustee and Trust
                Administrator.

            


    

     

    Each
      of
      the Trustee and the Trust Administrator 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 each of the Trustee and the Trust Administrator (other than the
      initial Trustee and initial Trust Administrator) shall be in a state with
      respect to which an Opinion of Counsel has been delivered to such the NIMS
      Insurer and Trustee or Trust Administrator, as applicable, at the time such
      Trustee or Trust Administrator, as applicable, is appointed Trustee or Trust
      Administrator, as applicable, 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 or the
      Trust Administrator shall cease to be eligible in accordance with the provisions
      of this Section 8.06, the Trustee or the Trust Administrator, as applicable,
      shall resign immediately in the manner and with the effect specified in Section
      8.07.

     

    
      	SECTION
              8.07  	
              Resignation
                or Removal of Trustee or Trust
                Administrator.

            


    

     

    The
      Trustee or the Trust Administrator may at any time resign and be discharged
      from
      the trusts hereby created by giving written notice thereof to the NIMS Insurer,
      the Depositor, the Servicer, the Master Servicer, each Rating Agency and, if
      the
      Trustee is resigning, to the Trust Administrator, or, if the Trust Administrator
      is resigning, to the Trustee. Upon receiving such notice of resignation, the
      Depositor shall promptly appoint a successor Trustee or Trust Administrator
      acceptable to the NIMS Insurer (which may be the same Person in the event both
      the Trustee and the Trust Administrator resign or are removed), by written
      instrument, in duplicate, one copy of which instrument shall be delivered to
      the
      resigning Trustee or Trust Administrator, as applicable, and one copy to the
      successor Trustee or Trust Administrator. If no successor Trustee or Trust
      Administrator, as applicable, shall have been so appointed and having accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee or Trust Administrator may petition any court of competent
      jurisdiction for the appointment of a successor Trustee or Trust Administrator,
      as applicable.

     

    If
      the
      Trust Administrator and the Master Servicer are the same entity, then at any
      time the Trust Administrator resigns or is removed as Trust Administrator,
      the
      Master Servicer shall also be removed hereunder. 

     

    If
      at any
      time the Trustee or the Trust Administrator shall cease to be eligible in
      accordance with the provisions of Section 8.06 and shall fail to resign after
      written request therefor by the Depositor or the NIMS Insurer (or in the case
      of
      the Trust Administrator, the Trustee), or if at any time the Trustee or the
      Trust Administrator shall be legally unable to act, or shall be adjudged
      bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
      or of its property shall be appointed, or any public officer shall take charge
      or control of the Trustee or the Trust Administrator or of its property or
      affairs for the purpose of rehabilitation, conservation or liquidation, then
      the
      Depositor, the Servicer, the NIMS Insurer or the Master Servicer may remove
      the
      Trustee or the Trust Administrator, as applicable. If the Depositor, the
      Servicer, the NIMS Insurer or the Master Servicer removes the Trustee or the
      Trust Administrator under the authority of the immediately preceding sentence,
      the Depositor (with the consent of the NIMS Insurer) shall promptly appoint
      a
      successor Trustee or Trust Administrator, as applicable, by written instrument,
      in duplicate, one copy of which instrument shall be delivered to the Trustee
      or
      Trust Administrator so removed and one copy to the successor Trustee or Trust
      Administrator.

     

    The
      Majority Certificateholders or the NIMS Insurer may at any time remove the
      Trustee or Trust Administrator by written instrument or instruments delivered
      to
      the Servicer, the Master Servicer, the Depositor, the Trust Administrator 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 or Trust Administrator and appointment
      of
      a successor Trustee or Trust Administrator 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.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the Trust
      Administrator shall at all times be the same Person.

     

    
      	SECTION
              8.08  	
              Successor
                Trustee or Trust Administrator.

            


    

     

    Any
      successor Trustee or Trust Administrator appointed as provided in Section 8.07
      shall execute, acknowledge and deliver to the NIMS Insurer, the Depositor,
      the
      Servicer, the Master Servicer and to its predecessor Trustee or Trust
      Administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor Trustee or Trust Administrator
      shall become effective, and such successor Trustee or Trust Administrator,
      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 or Trust Administrator. The
      Depositor, the Master Servicer, the Servicer and the predecessor Trustee or
      Trust Administrator 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 Trust Administrator all such rights, powers,
      duties and obligations.

     

    No
      successor Trustee or Trust Administrator shall accept appointment as provided
      in
      this Section 8.08 unless at the time of such acceptance such successor Trustee
      or Trust Administrator shall be eligible under the provisions of Section 8.06
      and the appointment of such successor Trustee or Trust Administrator 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 or Trust Administrator as
      provided in this Section 8.08, the successor Trustee or Trust Administrator
      shall mail notice of the appointment of a successor Trustee or Trust
      Administrator hereunder to all Holders of Certificates at their addresses as
      shown in the Certificate Register and to each Rating Agency.

     

    
      	SECTION
              8.09  	
              Merger
                or Consolidation of Trustee or Trust
                Administrator.

            


    

     

    Any
      entity into which the Trustee or the Trust Administrator 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 or the Trust
      Administrator shall be a party, or any entity succeeding to the business of
      the
      Trustee or Trust Administrator, shall be the successor of the Trustee or the
      Trust Administrator hereunder, as applicable, 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 and the NIMS Insurer. If the Servicer and the NIMS Insurer shall not
      have joined in such appointment within 15 days after the receipt by it of a
      request so to do, or in the case a Servicer Event of Termination shall have
      occurred and be continuing, the Trustee alone shall have the power to make
      such
      appointment. No co-Trustee or separate trustee hereunder shall be required
      to
      meet the terms of eligibility as a successor trustee under Section 8.06, and
      no
      notice to Certificateholders of the appointment of any co-trustee or separate
      trustee shall be required under Section 8.08. The Servicer shall be responsible
      for the fees of any co-trustee or separate trustee appointed
      hereunder.

     

    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-Trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Master 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, the Servicer and the NIMS Insurer.

     

    Any
      separate trustee or co-Trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-Trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor Trustee.

     

    
      	SECTION
              8.11  	
              Limitation
                of Liability.

            


    

     

    The
      Certificates are executed by the Trust Administrator, not in its individual
      capacity but solely as Trust Administrator 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 Trust Administrator in
      the
      Certificates is made and intended not as a personal undertaking or agreement
      by
      the Trust Administrator but is made and intended for the purpose of binding
      only
      the Trust.

     

    
      	SECTION
              8.12  	
              Trustee
                May Enforce Claims Without Possession of
                Certificates.

            


    

     

    (a)  All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee, its agents and counsel, be for the
      ratable benefit of the Certificateholders in respect of which such judgment
      has
      been recovered.

     

    (b)  The
      Trustee shall afford the Seller, the Depositor, the Servicer, the NIMS Insurer
      and each Certificateholder upon reasonable prior notice during normal business
      hours, access to all records maintained by the Trustee in respect of its duties
      hereunder and access to officers of the Trustee responsible for performing
      such
      duties. Upon request, the Trustee shall furnish the Depositor, the Servicer,
      the
      NIMS Insurer and any requesting Certificateholder with its most recent financial
      statements. The Trustee shall cooperate fully with the Seller, the Servicer,
      the
      Depositor, the NIMS Insurer and such Certificateholder and shall make available
      to the Seller, the Servicer, the Depositor, the NIMS Insurer and such
      Certificateholder for review and copying such books, documents or records as
      may
      be requested with respect to the Trustee’s duties hereunder. The Seller, the
      Depositor, the Servicer, the NIMS Insurer and the Certificateholders shall
      not
      have any responsibility or liability for any action or failure to act by the
      Trustee and are not obligated to supervise the performance of the Trustee under
      this Agreement or otherwise.

     

    
      	SECTION
              8.13  	
              Suits
                for Enforcement.

            


    

     

    In
      case a
      Servicer Event of Termination or other default by the Servicer or the Depositor
      hereunder shall occur and be continuing, the Trustee, shall, at the direction
      of
      the Majority Certificateholders or the NIMS Insurer, or may, proceed to protect
      and enforce its rights and the rights of the Certificateholders or the NIMS
      Insurer under this Agreement by a suit, action or proceeding in equity or at
      law
      or otherwise, whether for the specific performance of any covenant or agreement
      contained in this Agreement or in aid of the execution of any power granted
      in
      this Agreement or for the enforcement of any other legal, equitable or other
      remedy, as the Trustee, being advised by counsel, and subject to the foregoing,
      shall deem most effectual to protect and enforce any of the rights of the
      Trustee, the NIMS Insurer and the Certificateholders.

     

    
      	SECTION
              8.14  	
              Waiver
                of Bond Requirement.

            


    

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee post a bond or other surety with any court, agency
      or
      body whatsoever.

     

    
      	SECTION
              8.15  	
              Waiver
                of Inventory, Accounting and Appraisal
                Requirement.

            


    

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee file any inventory, accounting or appraisal of the
      Trust with any court, agency or body at any time or in any manner
      whatsoever.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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
      Trust
      Administrator 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 Trust Administrator
      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
      Trust
      Administrator 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 Trust Administrator.

     

    (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 Trust
      Administrator, 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 Trust Administrator, 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 Trust Administrator, 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
      Trust
      Administrator, the Master Servicer, 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 Trust Administrator, 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, the Trust Administrator and the Servicer have
      received an Opinion of Counsel, (at the expense of the party seeking to take
      such action) to the effect that the contemplated action will not endanger such
      status or result in the imposition of such a tax. In addition, prior to taking
      any action with respect to any REMIC created hereunder or the assets therein,
      or
      causing such REMIC to take any action, which is not expressly permitted under
      the terms of this Agreement, any Holder of a Residual Certificate will consult
      with the Trustee, the Trust Administrator and the Servicer, or their respective
      designees, in writing, with respect to whether such action could cause an
      Adverse REMIC Event to occur with respect to any REMIC, and no such Person
      shall
      take any such action or cause any REMIC to take any such action as to which
      the
      Trustee, the Trust Administrator or the Master Servicer has advised it in
      writing that an Adverse REMIC Event could occur.

     

    (g)  Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      each REMIC created hereunder by federal or state governmental authorities.
      To
      the extent that such Trust taxes are not paid by a Residual Certificateholder,
      the Trust Administrator 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
      Trust
      Administrator, 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)  None
      of
      the Trustee, the Trust Administrator, the Servicer or the Master 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
      Trust
      Administrator 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 , the Master Servicer, the Trust Administrator
      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 NIMS Insurer, the Trustee, the Master Servicer,
      the
      Trust Administrator 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 Master Servicer, the Trustee,
      the
      Trust Administrator, 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 Trust Administrator of its duties and obligations set forth
      herein, the Trust Administrator shall indemnify the Trust Fund against any
      and
      all Losses resulting from such negligence; provided, however, that the Trust
      Administrator 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
      Trust Administrator 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 Trust Administrator 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 Trust Administrator 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,
      the
      Master Servicer, the Trust Administrator and the Trustee created hereby (other
      than the obligation of the Trust Administrator 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 Trust Administrator 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 February
      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 capacity, the “Terminator”), may, at its option, terminate
      this Agreement on any date on which the aggregate Stated Principal Balance
      of
      the Mortgage Loans (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) on such date is equal to or less than 10% of the aggregate Stated
      Principal Balance of the Mortgage Loans on the Cut-off Date, by purchasing,
      on
      the next succeeding Distribution Date, all of the outstanding Mortgage Loans
      and
      REO Properties at a price equal to the greater of (i) the Stated Principal
      Balance of the Mortgage Loans (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and the appraised value of the REO Properties and (ii) fair market
      value
      of the Mortgage Loans and REO Properties (as determined and as agreed upon
      as of
      the close of business on the third Business Day next preceding the date upon
      which notice of any such termination is furnished to the related
      Certificateholders pursuant to Section 10.01(c) by (x) the Terminator, (y)
      the
      Holders of a majority in Percentage Interest in the Class C Certificates and
      (z)
      if the Fixed Rate Certificates and the Floating Rate Certificates will not
      receive all amounts owed to it as a result of the termination, the Trust
      Administrator, 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 and any amounts owed to the NIMS Insurer (as
      it
      notifies the Servicer and the Trust Administrator in writing). In addition,
      if
      the Servicer fails exercise its option hereunder, the Master Servicer may,
      at
      its option and at the Termination Price, 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 5% of the aggregate Stated Principal Balance of the Mortgage Loans on
      the
      Cut-off Date. 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 Trust Administrator 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 Trust Administrator in their reasonable discretion, and
      (A)
      such appraisal shall be obtained at no expense to the Trustee and (B) the Trust
      Administrator may conclusively rely on, and shall be protected in relying on,
      such appraisal.

     

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

     

    In
      connection with any such purchase pursuant to the preceding paragraph, the
      Terminator shall deposit in the Distribution Account all amounts then on deposit
      in the Collection Account, which deposit shall be deemed to have occurred
      immediately preceding such purchase.

     

    Any
      such
      purchase shall be accomplished by deposit into the Distribution Account on
      the
      Determination Date before such Distribution Date of the Termination
      Price.

     

    (b)  Notice
      of
      any termination, specifying the Distribution Date (which shall be a date that
      would otherwise be a Distribution Date) upon which the Certificateholders may
      surrender their Certificates to the Trust Administrator for payment of the
      final
      distribution and cancellation, shall be given promptly by the Trust
      Administrator upon the Trust Administrator 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 Trust Administrator 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
      Trust Administrator therein specified.

     

    (c)  Upon
      presentation and surrender of the Certificates, the Trust Administrator shall
      cause to be distributed to the Holders of the Certificates on the Distribution
      Date for such final distribution, in proportion to the Percentage Interests
      of
      their respective Class and to the extent that funds are available for such
      purpose, an amount equal to the amount required to be distributed to such
      Holders in accordance with the provisions of Section 4.01 for such Distribution
      Date. By acceptance of the Residual Certificates, the Holders of the Residual
      Certificates agree, in connection with any termination hereunder, to assign
      and
      transfer any amounts in excess of the par value of the Mortgage Loans, and
      to
      the extent received in respect of such termination, to pay any such amounts
      to
      the Holders of the Class C Certificates.

     

    (d)  In
      the
      event that all Certificateholders shall not surrender their Certificates for
      final payment and cancellation on or before such final Distribution Date, the
      Trust Administrator 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 Trust Administrator (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 Trust Administrator 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 Trust Administrator 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
      Trust Administrator 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 Trust Administrator 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
      Trust Administrator as their attorney in fact to: (i) adopt such a plan of
      complete liquidation (and the Certificateholders hereby appoint the Trust
      Administrator 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,
      the
      Master Servicer, the Trust Administrator and the Trustee with the consent of
      the
      NIMS Insurer; and without the consent of the Certificateholders (i) to cure
      any
      ambiguity, (ii) to correct or supplement any provisions herein which may be
      defective or inconsistent with any other provisions herein 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 Servicer, the Master Servicer, the Trustee and the
      Trust Administrator or (b) written notice to the Depositor, the Servicer the
      Master Servicer, the Trustee and the Trust Administrator 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, the Master Servicer, the Trust Administrator, and the Trustee with
      the
      consent of the NIMS Insurer and the Majority Certificateholders for the purpose
      of adding any provisions to or changing in any manner or eliminating any of
      the
      provisions of this Agreement or of modifying in any manner the rights of the
      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 the Master 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 and the Trust
      Administrator shall not consent to any amendment to this Agreement unless it
      shall have first received an Opinion of Counsel, delivered by (and at the
      expense of) the Person seeking such Amendment and satisfactory to the NIMS
      Insurer, to the effect that such amendment will not result in the imposition
      of
      a tax on any REMIC created hereunder constituting part of the Trust Fund
      pursuant to the REMIC Provisions or cause any REMIC created hereunder
      constituting part of the Trust to fail to qualify as a REMIC at any time that
      any Certificates are outstanding and that the amendment is being made in
      accordance with the terms hereof.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the Depositor, the
      Servicer, the Master Servicer, the Trust Administrator or the Trustee shall
      enter into any amendment to this Agreement that adversely affects in any respect
      the rights and interests hereunder of the Swap Provider without the prior
      written consent of the Swap Provider.

     

    Promptly
      after the execution of any such amendment the Trust Administrator 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 or the Trust
      Administrator), 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 Trust Administrator may prescribe.

     

    The
      Trustee and the Trust Administrator may, but neither shall 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, 2727 East Imperial Highway, Brea, California 92821,
      (telecopy number: (714) 279-7555), or such other address or telecopy number
      as
      may hereafter be furnished to the Depositor, the Master Servicer, the Trust
      Administrator and the Trustee in writing by the Servicer, (b) in the case of
      the
      Master Servicer or the Trust Administrator, Wells Fargo Bank, N.A., P.O. Box
      98,
      Columbia, Maryland 21046, Attention: Fremont 2006-2 (telecopy number (410)
      715-2380), with a copy to Wells Fargo Bank, N.A., 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention: Fremont 2006-2 (telecopy number (410)
      715-2380), and for certificate transfer purposes, with a copy to Wells Fargo
      Bank, N.A., Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479,
      Attention: Fremont 2006-2, or such other address or telecopy number as may
      hereafter be furnished to the Servicer, the Trustee and the Depositor in writing
      by the Master Servicer, (c) in the case of the Trustee, Deutsche Bank National
      Trust Company, 1761 East St. Andrew Place, Santa Ana, California 92705-4934,
      Attention: Trust Admin—GC06F2 (telecopy number: (714) 247-6329), or such other
      address or telecopy number as may hereafter be furnished to the Depositor,
      the
      Servicer, the Trust Administrator and the Master Servicer in writing by the
      Trustee, or such other address or telecopy number as may hereafter be furnished
      to the Master Servicer and the Depositor in writing by the Trustee, (d) 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 (e) 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,
      the Master Servicer, the Trust Administrator 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 and the NIMS
                Insurer.

            


    

     

    (a)  Each
      of
      the Trustee, the Trust Administrator, the Master Servicer and the Servicer
      shall
      be obligated to use its best reasonable efforts promptly to provide notice
      to
      the Rating Agencies and the NIMS Insurer with respect to each of the following
      of which a Responsible Officer of the Trust Administrator, the Master Servicer
      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 or Master Servicer Event of
      Termination that has not been cured or waived;

     

    (iii)  the
      resignation or termination of Master Servicer, the Trust Administrator 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 Trust Administrator 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  	
              Third
                Party Rights.

            


    

     

    The
      NIMS
      Insurer and the Swap Provider shall each be deemed third-party beneficiaries
      of
      this Agreement to the same extent as if they were parties hereto, and shall
      have
      the right to enforce the provisions of this Agreement.

     

    
      	SECTION
              11.11  	
              Benefits
                of Agreement.

            


    

     

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

     

    
      	SECTION
              11.12  	
              Acts
                of Certificateholders.

            


    

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing, and such action shall become effective when such
      instrument or instruments are delivered to the Trustee and the Servicer. Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “act” of the Certificateholders
      signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
      if made in the manner provided in this Section 11.11.

     

    (b)  The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      a notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Whenever such execution is by a
      signer acting in a capacity other than his or her individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of his
      authority.

     

    (c)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Certificateholder shall bind every future Holder of such
      Certificate and the Holder of every Certificate issued upon the registration
      of
      transfer thereof or in exchange therefor or in lieu thereof, in respect of
      anything done, omitted or suffered to be done by the Trustee or the Trust in
      reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    
      	SECTION
              11.13  	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and  4.05 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, the Master Servicer, the Trust
      Administrator 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

            


    

    


     

    
      	 	 	 	 	 	 	 	
              FREMONT
                INVESTMENT & LOAN, as Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                David S.Wells

            
	 	 	 	 	 	 	 	
              Name:

            	
              David
                S. Wells

            
	 	 	 	 	 	 	 	
              Title:

            	
              Senior
                Vice President

            


    

    


     

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

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Graham Oglesby

            
	 	 	 	 	 	 	 	
              Name:

            	
              Graham
                Oglesby

            
	 	 	 	 	 	 	 	
              Title:

            	
              Assistant
                Vice President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST

              COMPANY,
                as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Eiko Akiyama

            
	 	 	 	 	 	 	 	
              Name:

            	
              Eiko
                Akiyama

            
	 	 	 	 	 	 	 	
              Title:

            	
              Associate

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Ronaldo Reyes

            
	 	 	 	 	 	 	 	
              Name:

            	
              Ronaldo
                Reyes

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    For
      purposes of Sections 6.09, 6.10 and 6.11:

    CLAYTON
      FIXED INCOME SERVICES INC.

    
      	
              By:

            	
              /s/
                John T. Andriola

            
	
              Name:

            	
              John
                T. Andriola

            
	
              Title:

            	
              Authorized
                Representative

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


    
      	
              STATE
                OF CONNECTICUT

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF FAIRFIELD

            	
              )

            	 


    

    


    On
      the
      _____ day of April, 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, April 2006 before me, a notary public in and for said State,
      personally appeared ____________________________ known to me to be a
      ___________________________ of Fremont Investment & Loan, a California
      industrial bank 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 April, 2006 before me, a notary public in and for said State,
      personally appeared _________________________, known to me to be a(n)
      _______________________ and _________________________, known to me to be a(n)
      _______________________of Deutsche Bank National Trust Company, a corporation
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said association, and acknowledged to me that such
      corporation executed the within instrument.

     

    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 April, 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 Wells Fargo Bank, N.A., an entity that executed the
      within instrument, and also known to me to be the person who executed it on
      behalf of said national banking association, and acknowledged to me that entity
      executed the within instrument.

     

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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    






    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS I-A-1 CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

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

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

            	
              :

            	
              $278,772,000.00

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

            	
              :

            	
              $278,772,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                PU 8

            
	
              Class

            	
              :

            	
              I-A-1

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      I-A-1

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class I-A-1 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class I-A-1 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class I-A-1 Certificate (obtained by dividing the Denomination
      of this Class I-A-1 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class I-A-1 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class I-A-1 Certificate by virtue of the acceptance hereof assents
      and
      by which such Holder is bound.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

       

      Dated:
        April __, 2006

       

      
        	 	
                FREMONT
                  HOME LOAN TRUST 2006-2

                 

              
	 	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              


      

       

      
        	 	
                By:

              	 


      

      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 


      

       

      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trust Administrator

              	 


      

      



    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class I-A-1Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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.

     

    Prior
      to
      termination of the Supplemental Interest Trust, 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.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate
                of
                a like denomination and Class, to the above named assignee and deliver
                such Certificate to the following address:______

            


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS II-A-1 CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

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

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

            	
              :

            	
              $268,605,000.00

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

            	
              :

            	
              $268,605,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                PV 6

            
	
              Class

            	
              :

            	
              II-A-1

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      II-A-1

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-1 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-1 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class II-A-1 Certificate (obtained by dividing the
      Denomination of this Class II-A-1 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Financial Asset
      Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
      and Servicing Agreement dated as of April 1, 2006 (the “Agreement”) among the
      Depositor, Fremont Investment & Loan as servicer (the “Servicer”), Wells
      Fargo Bank, N.A. as master servicer and trust administrator (the “Master
      Servicer” and “Trust Administrator”), and Deutsche Bank National Trust Company,
      a national banking association, as trustee (the “Trustee”). To the extent not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Class II-A-1 Certificate is issued under and is subject
      to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Class II-A-1 Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-1Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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.

     

    Prior
      to
      termination of the Supplemental Interest Trust, 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.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate
                of
                a like denomination and Class, to the above named assignee and deliver
                such Certificate to the following address:______

            


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS II-A-2 CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

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

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

            	
              :

            	
              $98,693,000.00

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

            	
              :

            	
              $98,693,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                PW 4

            
	
              Class

            	
              :

            	
              II-A-2

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      II-A-2

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-2 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-2 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class II-A-2 Certificate (obtained by dividing the
      Denomination of this Class II-A-2 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Financial Asset
      Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
      and Servicing Agreement dated as of April 1, 2006 (the “Agreement”) among the
      Depositor, Fremont Investment & Loan as servicer (the “Servicer”), Wells
      Fargo Bank, N.A. as master servicer and trust administrator (the “Master
      Servicer” and “Trust Administrator”), and Deutsche Bank National Trust Company,
      a national banking association, as trustee (the “Trustee”). To the extent not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Class II-A-2 Certificate is issued under and is subject
      to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Class II-A-2 Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Class II-A-2 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class II-A-2 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

       

      Dated:
        April __, 2006

       

      
        	 	
                FREMONT
                  HOME LOAN TRUST 2006-2

                 

              
	 	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              


      

       

      
        	 	
                By:

              	 


      

      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 


      

       

      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trust Administrator

              	 


      

      


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-2Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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.

     

    Prior
      to
      termination of the Supplemental Interest Trust, 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.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate
                of
                a like denomination and Class, to the above named assignee and deliver
                such Certificate to the following address:______

            


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS II-A-3 CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

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

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

            	
              :

            	
              $83,551,000.00

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

            	
              :

            	
              $83,551,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                PX 2

            
	
              Class

            	
              :

            	
              II-A-3

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      II-A-3

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-3 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-3 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class II-A-3 Certificate (obtained by dividing the
      Denomination of this Class II-A-3 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Financial Asset
      Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
      and Servicing Agreement dated as of April 1, 2006 (the “Agreement”) among the
      Depositor, Fremont Investment & Loan as servicer (the “Servicer”), Wells
      Fargo Bank, N.A. as master servicer and trust administrator (the “Master
      Servicer” and “Trust Administrator”), and Deutsche Bank National Trust Company,
      a national banking association, as trustee (the “Trustee”). To the extent not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Class II-A-3 Certificate is issued under and is subject
      to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Class II-A-3 Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Class II-A-3 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class II-A-3 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

       

      Dated:
        April __, 2006

       

      
        	 	
                FREMONT
                  HOME LOAN TRUST 2006-2

                 

              
	 	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              


      

       

      
        	 	
                By:

              	 


      

      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 


      

       

      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trust Administrator

              	 


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-3Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    Prior
      to
      termination of the Supplemental Interest Trust, no transfer of this Certificate
      to a Plan subject to ERISA or Section 4975 of the Code, any Person acting,
      directly or indirectly, on behalf of any such Plan or any person using Plan
      Assets to acquire this Certificate shall be made except in accordance with
      Section 5.02(d) of the Agreement.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate
                of
                a like denomination and Class, to the above named assignee and deliver
                such Certificate to the following address:______

            
	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS II-A-4 CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR OR ITS
      AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
      CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

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

     

    PRIOR
      TO
      TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, 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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

            	
              :

            	
              $12,122,000.00

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

            	
              :

            	
              $12,122,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                PY 0

            
	
              Class

            	
              :

            	
              II-A-4

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      II-A-4

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-4 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-4 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class II-A-4 Certificate (obtained by dividing the
      Denomination of this Class II-A-4 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Financial Asset
      Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
      and Servicing Agreement dated as of April 1, 2006 (the “Agreement”) among the
      Depositor, Fremont Investment & Loan as servicer (the “Servicer”), Wells
      Fargo Bank, N.A. as master servicer and trust administrator (the “Master
      Servicer” and “Trust Administrator”), and Deutsche Bank National Trust Company,
      a national banking association, as trustee (the “Trustee”). To the extent not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Class II-A-4 Certificate is issued under and is subject
      to
      the terms, provisions and conditions of the Agreement, to which Agreement the
      Holder of this Class II-A-4 Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Class II-A-4 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class II-A-4 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

       

      Dated:
        April __, 2006

       

      
        	 	
                FREMONT
                  HOME LOAN TRUST 2006-2

                 

              
	 	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              


      

       

      
        	 	
                By:

              	 


      

      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 


      

       

      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trust Administrator

              	 


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    [Reverse
      of Class II-A-4 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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.

     

    Prior
      to
      termination of the Supplemental Interest Trust, 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.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $74,223,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $74,223,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                PZ 7

            
	
              Class

            	
              :

            	
              M-1

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-1

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-1 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-1 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-1 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        
 

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-1 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $21,137,000.00

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

            	
              :

            	
              $21,137,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable
                

            
	
              CUSIP

            	
              :

            	
              35729P
                QA 1

            
	
              Class

            	
              :

            	
              M-2

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-2

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-2 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-2 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-2 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-2 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-2 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        



      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-2 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $19,662,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $19,662,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable
                

            
	
              CUSIP

            	
              :

            	
              35729P
                QB 9

            
	
              Class

            	
              :

            	
              M-3

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-3

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-3 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-3 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-3 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-3 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-3 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    Dated:
      April __, 2006

     

    
      	
              FREMONT
                HOME LOAN TRUST 2006-2

               

            
	
              WELLS
                FARGO BANK, N.A., not in its individual capacity, but solely as Trust
                Administrator

            
	
              By:

            	 


    

    


    
      	
              This
                is one of the Certificates referenced

              in
                the within-mentioned Agreement

               

            	 
	
              By:

            	 
	 	
              Authorized
                Signatory of

              Wells
                Fargo Bank, N.A.,

              as
                Trust Administrator

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-3 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $18,187,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $18,187,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                QC 7

            
	
              Class

            	
              :

            	
              M-4

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-4

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-4 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-4 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-4 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-4 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-4 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-4 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $17,204,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $17,204,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                QD 5

            
	
              Class

            	
              :

            	
              M-5

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-5

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-5 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-5 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-5 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-5 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-5 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [REVERSE
      OF CLASS M-5 CERTIFICATE]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $14,746,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $14,746,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable
                

            
	
              CUSIP

            	
              :

            	
              35729P
                QE 3

            
	
              Class

            	
              :

            	
              M-6

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-6

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-6 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-6 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-6 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-6 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-6 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-6 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $13,272,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $13,272,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                QF 0

            
	
              Class

            	
              :

            	
              M-7

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-7

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-7 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-7 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-7 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-7 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-7 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        



      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-7 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $10,322,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $10,322,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable
                

            
	
              CUSIP

            	
              :

            	
              35729P
                QG 8

            
	
              Class

            	
              :

            	
              M-8

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-8

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-8 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-8 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-8 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-8 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-8 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

    

    [Reverse
      of Class M-8 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 TRUST ADMINISTRATOR 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.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $9,831,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $9,831,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                QH 6

            
	
              Class

            	
              :

            	
              M-9

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-9

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-9 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-9 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-9 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-9 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-9 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

    

    [Reverse
      of Class M-9 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:______

     

    ______________________________________________________________________________

     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS M-10 CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR 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, CLASS M-2 CERTIFICATES, CLASS M-3
      CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6
      CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES AND CLASS M-9
      CERTIFICATES,
      TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $9,831,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $9,831,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable
                

            
	
              CUSIP

            	
              :

            	
              35729P
                QJ 2

            
	
              Class

            	
              :

            	
              M-10

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      M-10

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-10 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-10 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator or the
      Trustee referred to below or any of their respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
      of this Class M-10 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, a national
      banking association, as trustee (the “Trustee”). To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Class M-10 Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class M-10 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable sate securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act, and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-10 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class M-10 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

    

    [Reverse
      of Class M-10 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 B-1 CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR 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 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.

     

    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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $10,814,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $10,814,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                QK 9

            
	
              Class

            	
              :

            	
              B-1

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      B-1

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class B-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 B-1 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 B-1 Certificate (obtained by dividing the Denomination
      of this Class B-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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, 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 B-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 B-1 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable sate securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act, and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trust Administrator and the Depositor in writing the facts
      surrounding the transfer. The Holder hereof desiring to effect such transfer
      shall, and does hereby agree to indemnify the Trust Administrator 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 B-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 B-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 Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class B-1 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 B-2 CERTIFICATES

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUST ADMINISTRATOR 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 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.

     

    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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

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

            	
              :

            	
              $7,373,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

            	
              :

            	
              $7,373,000.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              Pass-Through
                Rate

            	
              :

            	
              Variable

            
	
              CUSIP

            	
              :

            	
              35729P
                QL 7

            
	
              Class

            	
              :

            	
              B-2

            
	
              Assumed
                Maturity Date

            	
              :

            	
              February
                2036

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      B-2

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class B-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 B-2 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, the Master Servicer, the Trust Administrator 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 B-2 Certificate (obtained by dividing the Denomination
      of this Class B-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 April 1, 2006 (the “Agreement”) among the Depositor,
      Fremont Investment & Loan as servicer (the “Servicer”), Wells Fargo Bank,
      N.A. as master servicer and trust administrator (the “Master Servicer” and
“Trust Administrator”), and Deutsche Bank National Trust Company, 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 B-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 B-2 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable sate securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act, and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trust Administrator and the Depositor in writing the facts
      surrounding the transfer. The Holder hereof desiring to effect such transfer
      shall, and does hereby agree to indemnify the Trust Administrator 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 B-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 B-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 Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        
 

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class B-2 Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:______

    
      	 	 


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-18

     

    FORM
      OF
      CLASS C CERTIFICATES

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE 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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Initial
                Notional Amount

              of
                this Certificate (“Denomination”)

            	
              :

            	
              $14,746,264.98

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

            	
              :

            	
              $14,746,264.98

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              CUSIP

            	
              :

            	
              35729P
                QM 5

            
	
              Class

            	
              :

            	
              C

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      C

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class C Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class C Certificate does not evidence
      an obligation of, or an interest in, and is not guaranteed by the Depositor,
      the
      Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the
      Depositor, Fremont Investment & Loan as servicer (the “Servicer”), Wells
      Fargo Bank, N.A. as master servicer and trust administrator (the “Master
      Servicer” and “Trust Administrator”), and Deutsche Bank National Trust Company,
      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 Trust Administrator 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 Trust
      Administrator 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, the Master
      Servicer, the Trust Administrator or the Depositor; or there shall be delivered
      to the Trust Administrator 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 Trust Administrator 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 Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

    

    [Reverse
      of Class C Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:______

    
      	 	 


    

    


     

    Dated:_________________

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS P CERTIFICATE

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

    


    
      	
              Certificate
                No.

            	
              :

            	
              1

            
	
              Cut-off
                Date

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

            	
              :

            	
              $100.00

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

            	
              :

            	
              $100.00

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              CUSIP

            	
              :

            	
              35729P
                QN 3

            
	
              Class

            	
              :

            	
              P

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      P

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class P Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class P Certificate does not evidence
      an obligation of, or an interest in, and is not guaranteed by the Depositor,
      the
      Servicer, the Master Servicer, the Trust Administrator 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 April 1, 2006 (the “Agreement”) among the
      Depositor, Fremont Investment & Loan as servicer (the “Servicer”), Wells
      Fargo Bank, N.A. as master servicer and trust administrator (the “Master
      Servicer” and “Trust Administrator”), and Deutsche Bank National Trust Company,
      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 Trust Administrator 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 Trust
      Administrator 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, the Master
      Servicer, the Trust Administrator or the Depositor; or there shall be delivered
      to the Trust Administrator 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 Trust Administrator 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 Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
       

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

         

        Dated:
          April __, 2006

         

        
          	 	
                  FREMONT
                    HOME LOAN TRUST 2006-2

                   

                
	 	
                  WELLS
                    FARGO BANK, N.A., not in its individual capacity, but solely
                    as Trust
                    Administrator

                


        

         

        
          	 	
                  By:

                	 


        

        


        
          	
                  This
                    is one of the Certificates referenced

                  in
                    the within-mentioned Agreement

                   

                	 


        

         

        
          	
                  By:

                	 	 
	 	
                  Authorized
                    Signatory of

                  Wells
                    Fargo Bank, N.A.,

                  as
                    Trust Administrator

                	 


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

    

    [Reverse
      of Class P Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:______

    
      	 	 


    

    


     

    Dated:_________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



    EXHIBIT
      A-20

     

    FORM
      OF
      CLASS R CERTIFICATE

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR 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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Percentage
                Interest

            	
              :

            	
              100%

            
	
              CUSIP

            	
              :

            	
              35729P
                QP 8

            
	
              Class

            	
              :

            	
              R

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      R

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 April 1, 2006 (the
      “Agreement”) among the Depositor, Fremont Investment & Loan as servicer (the
“Servicer”), Wells Fargo Bank, N.A. as master servicer and trust administrator
      (the “Master Servicer” and “Trust Administrator”), and Deutsche Bank National
      Trust Company, 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 Trust
      Administrator.

     

    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 Trust Administrator 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 Trust
      Administrator 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, the Master
      Servicer, the Trust Administrator or the Depositor; or there shall be delivered
      to the Trust Administrator 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 Trust Administrator 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 Trust Administrator
      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 Trust Administrator 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 Trust Administrator 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
      Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

       

      Dated:
        April __, 2006

       

      
        	
                FREMONT
                  HOME LOAN TRUST 2006-2

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              
	
                By:

              	 


      

      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trust Administrator

              


      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class R Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2 Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address:______

    
      	 	 


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



    EXHIBIT
      A-21

     

    FORM
      OF
      CLASS R-X CERTIFICATES

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
      WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR 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

            	
              :

            	
              April
                1, 2006

            
	
              First
                Distribution Date

            	
              :

            	
              May
                25, 2006

            
	
              Percentage
                Interest

            	
              :

            	
              100.00%

            
	
              CUSIP

            	
              :

            	
              35729P
                QQ 6

            
	
              Class

            	
              :

            	
              R-X

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    Series
      2006-2

    CLASS
      R-X

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of second lien,
      fixed rate mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 April 1, 2006 (the
      “Agreement”) among the Depositor, Fremont Investment & Loan as servicer (the
“Servicer”), Wells Fargo Bank, N.A. as master servicer and trust administrator
      (the “Master Servicer” and “Trust Administrator”), and Deutsche Bank National
      Trust Company, 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 Trust
      Administrator.

     

    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 Trust Administrator 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 Trust
      Administrator 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, the Master
      Servicer, the Trust Administrator or the Depositor; or there shall be delivered
      to the Trust Administrator 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 Trust Administrator 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 Trust Administrator
      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 Trust Administrator 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 Trust Administrator 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
      Trust Administrator.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

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

       

      Dated:
        April __, 2006

       

      
        	
                FREMONT
                  HOME LOAN TRUST 2006-2

                 

              
	
                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trust
                  Administrator

              
	
                By:

              	 


      

      


      
        	
                This
                  is one of the Certificates referenced

                in
                  the within-mentioned Agreement

                 

              	 
	
                By:

              	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trust Administrator

              


      

      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class R-X Certificate]

     

    Fremont
      Home Loan Trust 2006-2

    Asset-Backed
      Certificates,

    SERIES
      2006-2

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Fremont Home Loan Trust 2006-2, Asset-Backed Certificates, Series 2006-2 (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 Trust Administrator 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 Trust Administrator.

     

    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 Trust
      Administrator or the Trust Administrator’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 Trust
      Administrator and the rights of the Certificateholders under the Agreement
      at
      any time by the Depositor, the Servicer, the Master Servicer, the Trust
      Administrator 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 Trust Administrator as provided
      in
      the Pooling and Servicing Agreement accompanied by a written instrument of
      transfer in form satisfactory to the Trust Administrator 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 Trust Administrator may require payment of a sum sufficient to cover
      any
      tax or other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Master Servicer, the Trust Administrator and the
      Trustee and any agent of the Depositor, the Servicer, the Master Servicer,
      the
      Trust Administrator 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 Trust
      Administrator or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the sum of (i) the aggregate
      Stated Principal Balance of the Initial Mortgage Loans and the Additional
      Mortgage Loans as of the related Cut-off Date and (ii) the Original Pre-Funded
      Amounts, the Servicer may purchase, in whole, from the Trust the Mortgage Loans
      at a purchase price determined as provided in the Agreement. In the event that
      no such optional termination occurs, the obligations and responsibilities
      created by the Agreement will terminate upon notice to the Trust Administrator
      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 February 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 Trust Administrator 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 April 6, 2006, (“Agreement”)
        among
        Greenwich Capital Financial Products, Inc. (“Assignor”),
        Financial Asset Securities Corp. (“Assignee”)
        and
        Fremont Investment & Loan (the “Company”):

       

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

       

      Assignment
        and Conveyance

       

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

       

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

       

      


      Recognition
        of the Company

       

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

       

      Representations
        and Warranties of the Company

      


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

       

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

       

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

       

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

       

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

       

      (e)  With
        respect any Mortgage Loan originated on or after August 1, 2004, neither
        the
        related Mortgage nor the related Mortgage Note requires the borrower to submit
        to arbitration to resolve any dispute arising out of or relating in any way
        to
        the Mortgage Loan transaction; and

       

      (f)  No
        Mortgage Loan is a “high cost home”, “covered” (excluding home loans defined as
“covered home loans” in the New Jersey Home Ownership Security Act of 2002 that
        were originated between November 26, 2003 and July 7, 2004), “high risk home” or
“predatory” mortgage loan or any other comparable term, no matter how defined
        under any applicable federal, state or local law (or a similarly classified
        loan
        using different terminology under a law imposing heightened regulatory scrutiny
        or additional legal liability for residential mortgage loans having high
        interest rates, points and/or fees).

       

      4.  Pursuant
        to Section 12 of the Purchase Agreement, the Company hereby represents and
        warrants, for the benefit of the Assignor, the Assignee and the Trust, that
        the
        representations and warranties set forth in Sections 7.01 and 7.02 of the
        Purchase Agreement, are true and correct as of the date hereof and as of
        the
        Closing Date (as defined in the Pooling Agreement) as if such representations
        and warranties were made on such date, except that the representation and
        warranty set forth in Section 7.02(a) shall, for purposes of this Agreement,
        relate to the Mortgage Loan Schedule attached hereto and except for the
        limitations and qualifications set forth on Schedule 1 hereto.

       

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

       

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

       

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

       

      (c)  No
        loan
        is a High Cost Loan or Covered Loan, as applicable (as such terms are defined
        in
        the then current Standard & Poor’s LEVELS®
        Glossary
        which is now Version 5.6b Revised, Appendix E); 

       

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

       

      (e)  The
        original principal balance of each Group I Mortgage Loan is within Freddie
        Mac’s
        dollar amount limits for conforming one-to-four family mortgage
        loans.

       

      Remedies
        for Breach of Representations and Warranties

      


      6.  The
        Company hereby acknowledges and agrees that the remedies available to the
        Assignor, the Assignee and the Trust (including the Trust Administrator,
        the
        Trustee and the Servicer acting on the Trust’s behalf) in connection with any
        breach of the representations and warranties made by the Company set forth
        in
        Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase
        Agreement as if they were set forth herein (including without limitation
        the
        repurchase and indemnity obligations set forth therein). In addition, the
        Company hereby acknowledges and agrees that any breach of the representations
        set forth in Section 7.02 (xliv(a)), (xliv(b)), (lviii), (xlvii), (lvi),
        (lxi)
        and (lxviii) of the Purchase Agreement and Section 1(e) hereof shall be deemed
        to materially and adversely affect the value of the related mortgage loans
        or
        the interests of the Trust in the related mortgage loans. 

       

      The
        Assignor hereby acknowledges and agrees that the remedies available to the
        Assignee and the Trust (including the Trust Administrator, the Trustee and
        the
        Servicer acting on the Trust’s behalf) in connection with any breach of the
        representations and warranties made by the Assignor set forth in Section
        5
        hereof shall be as set forth in Section 2.03 of the Pooling Agreement as
        if they
        were set forth herein. In addition, the Assignor hereby acknowledges and
        agrees
        that any breach of the representations set forth in Section 3(e) hereof shall
        be
        deemed to materially and adversely affect the value of the related mortgage
        loans or the interests of the Trust in the related mortgage loans.

       

      In
        the
        event that the first Monthly Payment on any Mortgage Loan due under the Purchase
        Agreement is not made within forty-five (45) days of the date on which such
        Monthly Payment was due, then such Mortgage Loan will be repurchased by the
        Originator at the Purchase Price (as defined in the Pooling and Servicing
        Agreement). Notwithstanding the foregoing, the Originator’s obligation to
        repurchase any such Mortgage Loan pursuant to this paragraph shall expire
        120
        days following the date of the Purchase Agreement.

       

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

       

       

      Miscellaneous

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

       

      [SIGNATURE
        PAGE FOLLOWS]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

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

       

      


      
        	
                GREENWICH
                  CAPITAL FINANCIAL PRODUCTS, INC.

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	 	 
	
                FINANCIAL
                  ASSET SECURITIES CORP.

              
	 	 
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	 	 
	
                FREMONT
                  INVESTMENT & LOAN

              
	 	 
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A

      


      Mortgage
        Loan Schedule


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1

      


      Representations
        and Warranties

      


      Capitalized
        terms used in this Schedule 1 but not defined in this Agreement shall have
        the
        meanings given to such terms in the Purchase Agreement.

      


      
        	1.  	
                The
                  Mortgage Loan is in compliance with all requirements set forth
                  in the
                  related Confirmation, and the characteristics of the related Mortgage
                  Loan
                  Package as set forth in the related Confirmation are true and correct;
                  provided, however, that in the event of any conflict between the
                  terms of
                  any Confirmation and this Agreement, the terms of this Agreement
                  shall
                  control;

              


      

       

      
        	2.  	
                All
                  payments required to be made up to the close of business on the
                  Closing
                  Date for such Mortgage Loan under the terms of the Mortgage Note
                  have been
                  made; the Seller has not advanced funds, or induced, solicited
                  or
                  knowingly received any advance of funds from a party other than
                  the owner
                  of the related Mortgaged Property, directly or indirectly, for
                  the payment
                  of any amount required by the Mortgage Note or Mortgage; no Mortgage
                  Loan
                  is thirty (30) or more days delinquent as of the Closing Date and,
                  except
                  as set forth on the related Assignment and Conveyance, there has
                  been no
                  delinquency, exclusive of any period of grace, in any payment by
                  the
                  Mortgagor thereunder since the origination of the Mortgage
                  Loan;

              


      

       

      
        	3.  	
                To
                  the best of the Seller’s knowledge, there are no delinquent taxes, ground
                  rents, water charges, sewer rents, assessments, insurance premiums,
                  leasehold payments, including assessments payable in future installments
                  or other outstanding charges affecting the related Mortgaged
                  Property;

              


      

       

      
        	4.  	
                The
                  terms of the Mortgage Note and the Mortgage have not been impaired,
                  waived, altered or modified in any respect, except by written instruments,
                  recorded in the applicable public recording office if necessary
                  to
                  maintain the lien priority of the Mortgage, and which have been
                  delivered
                  to the Custodian; the substance of any such waiver, alteration
                  or
                  modification has been approved by the title insurer, to the extent
                  required by the related policy, and is reflected on the related
                  Mortgage
                  Loan Schedule. No instrument of waiver, alteration or modification
                  has
                  been executed, and no Mortgagor has been released, in whole or
                  in part,
                  except in connection with an assumption agreement approved by the
                  title
                  insurer, to the extent required by the policy, and which assumption
                  agreement has been delivered to the Custodian and the terms of
                  which are
                  reflected in the related Mortgage Loan
                  Schedule;

              


      

       

      
        	5.  	
                The
                  Mortgage Note and the Mortgage are not subject to any right of
                  rescission,
                  set-off, counterclaim or defense, including the defense of usury,
                  nor will
                  the operation of any of the terms of the Mortgage Note and the
                  Mortgage,
                  or the exercise of any right thereunder, render the Mortgage
                  unenforceable, in whole or in part, or subject to any right of
                  rescission,
                  set-off, counterclaim or defense, including the defense of usury
                  and no
                  such right of rescission, set-off, counterclaim or defense has
                  been
                  asserted with respect thereto. Each Prepayment Charge or penalty
                  with
                  respect to any Mortgage Loan is permissible, enforceable and collectible
                  under applicable federal, state and local
                  law;

              


      

       

      
        	6.  	
                All
                  buildings upon the Mortgaged Property are insured by a Qualified
                  Insurer
                  acceptable to prudent lenders in the secondary mortgage market
                  against
                  loss by fire, hazards of extended coverage and such other hazards
                  as are
                  customary in the area where the Mortgaged Property is located,
                  pursuant to
                  insurance policies providing coverage in an amount not less than
                  the
                  greatest of (i) 100% of the replacement cost of all improvements
                  to the
                  Mortgaged Property, (ii) either (A) the outstanding principal balance
                  of
                  the Mortgage Loan with respect to each first lien Mortgage Loan
                  or (B)
                  with respect to each second lien Mortgage Loan, the sum of the
                  outstanding
                  principal balance of the related first lien mortgage loan and the
                  outstanding principal balance of the second lien Mortgage Loan,
                  or (iii)
                  the amount necessary to avoid the operation of any co-insurance
                  provisions
                  with respect to the Mortgaged Property, and consistent with the
                  amount
                  that would have been required as of the date of origination in
                  accordance
                  with the Underwriting Guidelines. All such insurance policies contain
                  a
                  standard mortgagee clause naming the Seller, its successors and
                  assigns as
                  mortgagee and all premiums thereon have been paid. If the Mortgaged
                  Property is in an area identified on a Flood Hazard Map or Flood
                  Insurance
                  Rate Map issued by the Federal Emergency Management Agency as having
                  special flood hazards (and such flood insurance has been made available)
                  a
                  flood insurance policy meeting the requirements of the current
                  guidelines
                  of the Federal Insurance Administration is in effect which policy
                  is
                  generally acceptable to prudent lenders in the secondary mortgage
                  market.
                  The Mortgage obligates the Mortgagor thereunder to maintain all
                  such
                  insurance at the Mortgagor's cost and expense, and on the Mortgagor's
                  failure to do so, authorizes the holder of the Mortgage to maintain
                  such
                  insurance at Mortgagor's cost and expense and to seek reimbursement
                  therefor from the Mortgagor;

              


      

       

      
        	7.  	
                Any
                  and all requirements of any federal, state or local law including,
                  without
                  limitation, usury, truth in lending, real estate settlement procedures,
                  predatory and abusive lending, consumer credit protection, equal
                  credit
                  opportunity, fair housing or disclosure laws applicable to the
                  origination
                  and servicing of mortgage loans of a type similar to the Mortgage
                  Loans
                  and applicable to any prepayment penalty associated with the Mortgage
                  Loans at origination have been complied
                  with;

              


      

       

      
        	8.  	
                The
                  Mortgage has not been satisfied, cancelled, subordinated or rescinded,
                  in
                  whole or in part, and the Mortgaged Property has not been released
                  from
                  the lien of the Mortgage, in whole or in part, nor has any instrument
                  been
                  executed that would effect any such satisfaction, cancellation,
                  subordination, rescission or
                  release;

              


      

       

      
        	9.  	
                The
                  Mortgage (including any Negative Amortization which may arise thereunder)
                  is a valid, existing and enforceable (A) first lien and first priority
                  security interest with respect to each Mortgage Loan which is indicated
                  by
                  the Seller to be a first lien (as reflected on the Mortgage Loan
                  Schedule), or (B) second lien and second priority security interest
                  with
                  respect to each Mortgage Loan which is indicated by the Seller
                  to be a
                  second lien (as reflected on the Mortgage Loan Schedule), in either
                  case,
                  on the Mortgaged Property, including all improvements on the Mortgaged
                  Property subject only to (a) the lien of current real property
                  taxes and
                  assessments not yet due and payable, (b) covenants, conditions
                  and
                  restrictions, rights of way, easements and other matters of the
                  public
                  record as of the date of recording being acceptable to mortgage
                  lending
                  institutions generally and specifically referred to in the lender's
                  title
                  insurance policy delivered to the originator of the Mortgage Loan
                  and
                  which do not adversely affect the Appraised Value of the Mortgaged
                  Property, (c) with respect to each Mortgage Loan which is indicated
                  by the
                  Seller to be a second lien Mortgage Loan (as reflected on the Mortgage
                  Loan Schedule) a first lien on the Mortgaged Property; and (d)
                  other
                  matters to which like properties are commonly subject which do
                  not
                  materially interfere with the benefits of the security intended
                  to be
                  provided by the Mortgage or the use, enjoyment, value or marketability
                  of
                  the related Mortgaged Property. Any security agreement, chattel
                  mortgage
                  or equivalent document related to and delivered in connection with
                  the
                  Mortgage Loan establishes and creates a valid, existing and enforceable
                  first or second lien and first or second priority security interest
                  (in
                  each case, as indicated on the Mortgage Loan Schedule) on the property
                  described therein and the Seller has full right to sell and assign
                  the
                  same to the Purchaser. The Mortgaged Property was not, as of the
                  date of
                  origination of the Mortgage Loan, subject to a mortgage, deed of
                  trust,
                  deed to secure debt or other security instrument creating a lien
                  subordinate to the lien of the
                  Mortgage;

              


      

       

      
        	10.  	
                The
                  Mortgage Note and the related Mortgage are genuine and each is
                  the legal,
                  valid and binding obligation of the maker thereof, enforceable
                  in
                  accordance with its terms;

              


      

       

      
        	11.  	
                All
                  parties to the Mortgage Note and the Mortgage had legal capacity
                  to enter
                  into the Mortgage Loan and to execute and deliver the Mortgage
                  Note and
                  the Mortgage, and the Mortgage Note and the Mortgage have been
                  duly and
                  properly executed by such parties. The Mortgagor is a natural
                  person;

              


      

       

      
        	12.  	
                The
                  proceeds of the Mortgage Loan have been fully disbursed to or for
                  the
                  account of the Mortgagor and there is no obligation for the Mortgagee
                  to
                  advance additional funds thereunder and any and all requirements
                  as to
                  completion of any on-site or off-site improvement and as to disbursements
                  of any escrow funds therefor have been complied with. All costs,
                  fees and
                  expenses incurred in making or closing the Mortgage Loan and the
                  recording
                  of the Mortgage have been paid, and the Mortgagor is not entitled
                  to any
                  refund of any amounts paid or due to the Mortgagee pursuant to
                  the
                  Mortgage Note or Mortgage;

              


      

       

      
        	13.  	
                The
                  Seller is the sole legal, beneficial and equitable owner of the
                  Mortgage
                  Note and the Mortgage and has full right to transfer and sell the
                  Mortgage
                  Loan to the Purchaser free and clear of any encumbrance, equity,
                  lien,
                  pledge, charge, claim or security
                  interest;

              


      

       

      
        	14.  	
                All
                  parties which have had any interest in the Mortgage Loan, whether
                  as
                  mortgagee, assignee, pledgee or otherwise, are (or, during the
                  period in
                  which they held and disposed of such interest, were) in compliance
                  with
                  any and all applicable “doing business” and licensing requirements of the
                  laws of the state wherein the Mortgaged Property is
                  located;

              


      

       

      
        	15.  	
                The
                  Mortgage Loan is covered by an American Land Title Association
                  (“ALTA”)
                  lender’s title insurance policy (which, in the case of an Adjustable Rate
                  Mortgage Loan has an adjustable rate mortgage endorsement in the
                  form of
                  ALTA 6.0 or 6.1) acceptable to Fannie Mae and Freddie
                  Mac,
                  issued by a title insurer acceptable to prudent lenders in the
                  secondary
                  mortgage market and qualified to do business in the jurisdiction
                  where the
                  Mortgaged Property is located, insuring (subject to the exceptions
                  contained in (x)(a) and (b), and with respect to any second lien
                  Mortgage
                  Loan (c), above) the Seller, its successors and assigns as to the
                  first or
                  second priority lien (as indicated on the Mortgage Loan Schedule)
                  of the
                  Mortgage in the original principal amount of the Mortgage Loan
                  (including,
                  if the Mortgage Loan provides for Negative Amortization, the maximum
                  amount of Negative Amortization in accordance with the Mortgage)
                  and, with
                  respect to any Adjustable Rate Mortgage Loan, against any loss
                  by reason
                  of the invalidity or unenforceability of the lien resulting from
                  the
                  provisions of the Mortgage providing for adjustment in the Mortgage
                  Interest Rate and Monthly Payment and Negative Amortization provisions
                  of
                  the Mortgage Note. Additionally, such lender's title insurance
                  policy
                  affirmatively insures ingress and egress to and from the Mortgaged
                  Property, and against encroachments by or upon the Mortgaged Property
                  or
                  any interest therein. The Seller is the sole insured of such lender's
                  title insurance policy, and such lender’s title insurance policy is in
                  full force and effect and will be in full force and effect upon
                  the
                  consummation of the transactions contemplated by this Agreement.
                  No claims
                  have been made under such lender's title insurance policy, and
                  no prior
                  holder of the related Mortgage, including the Seller, has done,
                  by act or
                  omission, anything which would impair the coverage of such lender's
                  title
                  insurance policy;

              


      

       

      
        	16.  	
                Other
                  than payment delinquencies of less than one calendar month, there
                  is no
                  default, breach, violation or event of acceleration existing under
                  the
                  Mortgage or the Mortgage Note and no event which, with the passage
                  of time
                  or with notice and the expiration of any grace or cure period,
                  would
                  constitute a default, breach, violation or event of acceleration,
                  and the
                  Seller has not waived any default, breach, violation or event of
                  acceleration. With respect to each second lien Mortgage Loan (i)
                  the first
                  lien mortgage loan is in full force and effect, (ii) other than
                  payment
                  delinquencies of less than one calendar month, there is no default,
                  breach, violation or event of acceleration existing under such
                  first lien
                  mortgage or the related mortgage note, (iii) no event which, with
                  the
                  passage of time or with notice and the expiration of any grace
                  or cure
                  period, would constitute a default, breach, violation or event
                  of
                  acceleration thereunder, (iv) either (A) the first lien mortgage
                  contains
                  a provision which allows or (B) applicable law requires, the mortgagee
                  under the second lien Mortgage Loan to receive notice of, and affords
                  such
                  mortgagee an opportunity to cure any default by payment in full
                  or
                  otherwise under the first lien mortgage, (v) the related first
                  lien does
                  not provide for or permit negative amortization under such first
                  lien
                  Mortgage Loan, and (vi) either no consent for the Mortgage Loan
                  is
                  required by the holder of the first lien or such consent has been
                  obtained
                  and is contained in the Mortgage
                  File;

              


      

       

      
        	17.  	
                As
                  of the date of origination of the Mortgage Loan and to the best
                  of the
                  Seller’s knowledge as of the Closing Date, except as insured against by
                  the related title insurance policy, there are no mechanics' or
                  similar
                  liens or claims which have been filed for work, labor or material
                  (and no
                  rights are outstanding that under law could give rise to such lien)
                  affecting the related Mortgaged Property which are or may be liens
                  prior
                  to, or equal or coordinate with, the lien of the related
                  Mortgage;

              


      

       

      
        	18.  	
                All
                  improvements which were considered in determining the Appraised
                  Value of
                  the related Mortgaged Property lay wholly within the boundaries
                  and
                  building restriction lines of the Mortgaged Property, and no improvements
                  on adjoining properties encroach upon the Mortgaged
                  Property;

              


      

       

      
        	19.  	
                The
                  Mortgage Loan was originated by the Seller or by a savings and
                  loan
                  association, a savings bank, a commercial bank or similar banking
                  institution which is supervised and examined by a federal or state
                  authority, or by a mortgagee approved as such by the Secretary
                  of
                  HUD;

              


      

       

      
        	20.  	
                Principal
                  payments on the Mortgage Loan commenced no more than sixty (60)
                  days after
                  the proceeds of the Mortgage Loan were disbursed. The Mortgage
                  Loan bears
                  interest at the Mortgage Interest Rate. With respect to each Mortgage
                  Loan
                  which is not a Negative Amortization Loan, the Mortgage Note is
                  payable on
                  the first or fifteenth day of each month in Monthly Payments, which,
                  in
                  the case of a Fixed Rate Mortgage Loans, are sufficient to fully
                  amortize
                  the original principal balance over the original term thereof (other
                  than
                  with respect to a Mortgage Loan identified on the related Mortgage
                  Loan
                  Schedule as an interest-only Mortgage Loan during the interest-only
                  period
                  or a Mortgage Loan which is identified on the related Mortgage
                  Loan
                  Schedule as a Balloon Mortgage Loan) and to pay interest at the
                  related
                  Mortgage Interest Rate, and, in the case of an Adjustable Rate
                  Mortgage
                  Loan, are changed on each Adjustment Date, and in any case, are
                  sufficient
                  to fully amortize the original principal balance over the original
                  term
                  thereof (other than with respect to a Mortgage Loan identified
                  on the
                  related Mortgage Loan Schedule as an interest-only Mortgage Loan
                  during
                  the interest-only period or a Mortgage Loan which is identified
                  on the
                  related Mortgage Loan Schedule as a Balloon Mortgage Loan) and
                  to pay
                  interest at the related Mortgage Interest Rate. With respect to
                  each
                  Negative Amortization Mortgage Loan, the related Mortgage Note
                  requires a
                  Monthly Payment which is sufficient during the period following
                  each
                  Payment Adjustment Date, to fully amortize the outstanding principal
                  balance as of the first day of such period (including any Negative
                  Amortization) over the then remaining term of such Mortgage Note
                  and to
                  pay interest at the related Mortgage Interest Rate; provided, that
                  the
                  Monthly Payment shall not increase to an amount that exceeds 107.5%
                  of the
                  amount of the Monthly Payment that was due immediately prior to
                  the
                  Payment Adjustment Date; provided, further, that the payment adjustment
                  cap shall not be applicable with respect to the adjustment made
                  to the
                  Monthly Payment that occurs in a year in which the Mortgage Loan
                  has been
                  outstanding for a multiple of five (5) years and in any such year
                  the
                  Monthly Payment shall be adjusted to fully amortize the Mortgage
                  Loan over
                  the remaining term. With respect to each Mortgage Loan identified
                  on the
                  Mortgage Loan Schedule as an interest-only Mortgage Loan, the
                  interest-only period shall not exceed ten (10) years (or such other
                  period
                  specified on the Mortgage Loan Schedule) and following the expiration
                  of
                  such interest-only period, the remaining Monthly Payments shall
                  be
                  sufficient to fully amortize the original principal balance over
                  the
                  remaining term of the Mortgage Loan and to pay interest at the
                  related
                  Mortgage Interest Rate. With respect to each Balloon Mortgage Loan,
                  the
                  Mortgage Note requires a monthly payment which is sufficient to
                  fully
                  amortize the original principal balance over the original term
                  thereof and
                  to pay interest at the related Mortgage Interest Rate and requires
                  a final
                  Monthly Payment substantially greater than the preceding monthly
                  payment
                  which is sufficient to repay the remained unpaid principal balance
                  of the
                  Balloon Mortgage Loan as the Due Date of such monthly payment.
                  The Index
                  for each Adjustable Rate Mortgage Loan is as set forth on the Mortgage
                  Loan Schedule. No Mortgage Loan is a Convertible Mortgage Loan.
                  No Balloon
                  Mortgage Loan has an original stated maturity of less than seven
                  (7)
                  years;

              


      

       

      
        	21.  	
                The
                  origination, servicing and collection practices used with respect
                  to each
                  Mortgage Note and Mortgage including, without limitation, the
                  establishment, maintenance and servicing of the Escrow Accounts
                  and Escrow
                  Payments, if any, since origination, have been in all respects
                  legal,
                  proper, prudent and customary in the mortgage origination and servicing
                  industry. The Mortgage Loan has been serviced by the Seller and
                  any
                  predecessor servicer in accordance with the terms of the Mortgage
                  Note and
                  Accepted Servicing Practices. With respect to escrow deposits and
                  Escrow
                  Payments, if any, all such payments are in the possession of, or
                  under the
                  control of, the Seller and there exist no deficiencies in connection
                  therewith for which customary arrangements for repayment thereof
                  have not
                  been made. No escrow deposits or Escrow Payments or other charges
                  or
                  payments due the Seller have been capitalized under any Mortgage
                  or the
                  related Mortgage Note and no such escrow deposits or Escrow Payments
                  are
                  being held by the Seller for any work on a Mortgaged Property which
                  has
                  not been completed;

              


      

       

      
        	22.  	
                To
                  the best of the Seller’s knowledge, the Mortgaged Property is free of
                  damage and waste and there is no proceeding pending for the total
                  or
                  partial condemnation thereof;

              


      

       

      
        	23.  	
                The
                  Mortgage and related Mortgage Note contain customary and enforceable
                  provisions such as to render the rights and remedies of the holder
                  thereof
                  adequate for the realization against the Mortgaged Property of
                  the
                  benefits of the security provided thereby, including, (a) in the
                  case of a
                  Mortgage designated as a deed of trust, by trustee's sale, and
                  (b)
                  otherwise by judicial foreclosure. The Mortgaged Property is not
                  subject
                  to any bankruptcy proceeding or foreclosure proceeding and the
                  Mortgagor
                  is not subject to protection under applicable bankruptcy laws.
                  There is no
                  homestead or other exemption available to the Mortgagor which would
                  interfere with the right to sell the Mortgaged Property at a trustee's
                  sale or the right to foreclose the Mortgage. The Mortgagor has
                  not
                  notified the Seller and the Seller has no knowledge of any relief
                  requested or allowed to the Mortgagor under the Servicemembers’ Civil
                  Relief Act;

              


      

       

      
        	24.  	
                The
                  Mortgage Loan was underwritten in accordance with the Underwriting
                  Guidelines in effect at the time the Mortgage Loan was originated;
                  and the
                  Mortgage Note and Mortgage are on forms acceptable to Fannie Mae
                  and
                  Freddie
                  Mac;

              


      

       

      
        	25.  	
                The
                  Mortgage Note is not and has not been secured by any collateral
                  except the
                  lien of the corresponding Mortgage on the Mortgaged Property and
                  the
                  security interest of any applicable security agreement or chattel
                  mortgage
                  referred to in (x) above;

              


      

       

      
        	26.  	
                The
                  Mortgage File contains an appraisal of the related Mortgaged Property
                  which satisfied the standards of FIRREA, was on appraisal form
                  1004 or
                  form 2055 with an interior inspection and was made and signed,
                  prior to
                  the approval of the Mortgage Loan application, by a qualified appraiser,
                  duly appointed by the Seller, who had no interest, direct or indirect
                  in
                  the Mortgaged Property or in any loan made on the security thereof,
                  whose
                  compensation is not affected by the approval or disapproval of
                  the
                  Mortgage Loan and who satisfied the standards of FIRREA. Each appraisal
                  of
                  the Mortgage Loan was made in accordance with the relevant provisions
                  of
                  FIRREA;

              


      

       

      
        	27.  	
                In
                  the event the Mortgage constitutes a deed of trust, a trustee,
                  duly
                  qualified under applicable law to serve as such, has been properly
                  designated and currently so serves and is named in the Mortgage,
                  and no
                  fees or expenses are or will become payable by the Purchaser to
                  the
                  trustee under the deed of trust, except in connection with a trustee's
                  sale after default by the
                  Mortgagor;

              


      

       

      
        	28.  	
                No
                  Mortgage Loan contains provisions pursuant to which Monthly Payments
                  are
                  (a) paid or partially paid with funds deposited in any separate
                  account
                  established by the Seller, the Mortgagor, or anyone on behalf of
                  the
                  Mortgagor, (b) paid by any source other than the Mortgagor or (c)
                  contains
                  any other similar provisions which may constitute a “buydown” provision.
                  The Mortgage Loan is not a graduated payment mortgage loan and
                  the
                  Mortgage Loan does not have a shared appreciation or other contingent
                  interest feature;

              


      

       

      
        	29.  	
                The
                  Mortgagor has executed a statement to the effect that the Mortgagor
                  has
                  received all disclosure materials required by applicable law with
                  respect
                  to the making of fixed rate mortgage loans in the case of Fixed
                  Rate
                  Mortgage Loans, and adjustable rate mortgage loans in the case
                  of
                  Adjustable Rate Mortgage Loans and rescission materials with respect
                  to
                  Refinanced Mortgage Loans, and such statement is and will remain
                  in the
                  Mortgage File;

              


      

       

      
        	30.  	
                No
                  Mortgage Loan was made in connection with (a) the construction
                  or
                  rehabilitation of a Mortgaged Property or (b) facilitating the
                  trade-in or
                  exchange of a Mortgaged Property;

              


      

       

      
        	31.  	
                Taking
                  into account the credit standing of the related Mortgagors and
                  the
                  Underwriting Guidelines under which the Mortgage Loans were originated,
                  the Seller has no knowledge of any circumstances or condition with
                  respect
                  to the Mortgage, the Mortgaged Property or the Mortgagor that can
                  reasonably be expected to cause the Mortgage Loan to become delinquent
                  or
                  adversely affect the value of the Mortgage Loan as compared to
                  other
                  mortgage loans in the Seller’s portfolio meeting the requirements of the
                  Agreement and the related
                  Confirmation;

              


      

       

      
        	32.  	
                No
                  Mortgage Loan had an LTV or a CLTV at origination in excess of
                  100%. No
                  Mortgage Loan is subject to a lender paid primary mortgage insurance
                  policy;

              


      

       

      
        	33.  	
                As
                  of the date of origination of the Mortgage Loan and to the best
                  of the
                  Seller’s knowledge as of the Closing Date, the Mortgaged Property is
                  lawfully occupied under applicable law; all inspections, licenses
                  and
                  certificates required to be made or issued with respect to all
                  occupied
                  portions of the Mortgaged Property and, with respect to the use
                  and
                  occupancy of the same, including but not limited to certificates
                  of
                  occupancy, have been made or obtained from the appropriate
                  authorities;

              


      

       

      
        	34.  	
                No
                  error, omission, misrepresentation, negligence, fraud or similar
                  occurrence with respect to a Mortgage Loan has taken place on the
                  part of
                  any person, including without limitation the Mortgagor, any appraiser,
                  any
                  builder or developer, or any other party involved in the origination
                  of
                  the Mortgage Loan or in the application of any insurance in relation
                  to
                  such Mortgage Loan;

              


      

       

      
        	35.  	
                The
                  Assignment of Mortgage, if required, is in recordable form, except
                  for the
                  name of the assignee which is blank, and is acceptable for recording
                  under
                  the laws of the jurisdiction in which the Mortgaged Property is
                  located;

              


      

       

      
        	36.  	
                Any
                  principal advances made to the Mortgagor prior to the Cut-off Date
                  have
                  been consolidated with the outstanding principal amount secured
                  by the
                  Mortgage, and the secured principal amount, as consolidated, bears
                  a
                  single interest rate and single repayment term. The lien of the
                  Mortgage
                  securing the consolidated principal amount is expressly insured
                  as having
                  first or second (as indicated on the Mortgage Loan Schedule) lien
                  priority
                  by a title insurance policy, an endorsement to the policy insuring
                  the
                  mortgagee's consolidated interest or by other title evidence acceptable
                  to
                  prudent lenders in the secondary mortgage market. The consolidated
                  principal amount does not exceed the original principal amount
                  of the
                  Mortgage Loan plus any Negative
                  Amortization;

              


      

       

      
        	37.  	
                If
                  the Residential Dwelling on the Mortgaged Property is a condominium
                  unit
                  or a unit in a planned unit development (other than a de minimis
                  planned
                  unit development) such condominium or planned unit development
                  project
                  meets the Seller’s eligibility
                  requirements;

              


      

       

      
        	38.  	
                The
                  source of the down payment with respect to each Mortgage Loan has
                  been
                  fully verified by the Seller pursuant to the Underwriting
                  Guidelines;

              


      

       

      
        	39.  	
                Interest
                  on each Mortgage Loan is calculated on the basis of a 360-day year
                  consisting of twelve 30-day months;

              


      

       

      
        	40.  	
                The
                  Mortgaged Property is in material compliance with all applicable
                  environmental laws pertaining to environmental hazards including,
                  without
                  limitation, asbestos, and neither the Seller nor, to the Seller’s
                  knowledge, the related Mortgagor, has received any notice of any
                  violation
                  or potential violation of such law;

              


      

       

      
        	41.  	
                The
                  Seller shall, at its own expense, cause each Mortgage Loan to be
                  covered
                  by a Tax Service Contract which is assignable to the Purchaser
                  or its
                  designee; provided however, that if the Seller fails to purchase
                  such Tax
                  Service Contract, the Seller shall be required to reimburse the
                  Purchaser
                  for all costs and expenses incurred by the Purchaser in connection
                  with
                  the purchase of any such Tax Service
                  Contract;

              


      

       

      
        	42.  	
                Each
                  Mortgage Loan is covered by a Flood Zone Service Contract which
                  is
                  assignable to the Purchaser or its designee or, for each Mortgage
                  Loan not
                  covered by such Flood Zone Service Contract, the Seller agrees
                  to purchase
                  such Flood Zone Service Contract;

              


      

       

      
        	43.  	
                No
                  Mortgage Loan is (a)(1) subject to the provisions of the Homeownership
                  and
                  Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an APR or
                  total points and fees that are equal to or exceeds the HOEPA thresholds
                  (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b) a “high cost”
                  mortgage loan, “covered” mortgage loan, “high risk home” mortgage loan, or
                  “predatory” mortgage loan or any other comparable term, no matter how
                  defined under any federal, state or local law, (c) subject to any
                  comparable federal, state or local statutes or regulations, or
                  any other
                  statute or regulation providing for heightened regulatory scrutiny
                  or
                  assignee liability to holders of such mortgage loans, or (d) a
                  High Cost
                  Loan or Covered Loan, as applicable (as such terms are defined
                  in the
                  current Standard & Poor’s LEVELS® Glossary Revised, Appendix
                  E);

              


      

       

      
        	44.  	
                No
                  predatory, abusive, or deceptive lending practices, including but
                  not
                  limited to, the extension of credit to a Mortgagor without regard
                  for the
                  Mortgagor’s ability to repay the Mortgage Loan and the extension of credit
                  to a mortgagor which has no apparent benefit to the Mortgagor,
                  were
                  employed in connection with the origination of the Mortgage
                  Loan;

              


      

       

      
        	45.  	
                The
                  debt-to-income ratio of the related Mortgagor was not greater than
                  60% at
                  the origination of the related Mortgage
                  Loan;

              


      

       

      
        	46.  	
                No
                  Mortgagor was required to purchase any credit insurance product
                  (e.g.,
                  life, mortgage, disability, accident, unemployment or health insurance
                  product) or debt cancellation agreement as a condition of obtaining
                  the
                  extension of credit. No Mortgagor obtained a prepaid single premium
                  credit
                  insurance policy (e.g., life, mortgage, 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 single premium credit insurance policies
                  ) or
                  debt cancellation agreements as part of the origination of, or
                  as a
                  condition to closing, such Mortgage Loan.


              


      

       

      
        	47.  	
                The
                  Mortgage Loans were not selected from the outstanding one- to four-family
                  mortgage loans in the Seller’s portfolio at the related Closing Date, as
                  to which the representations and warranties set forth in this Agreement
                  could be made and as to which the stipulations in the Confirmation
                  could
                  be satisfied in a manner so as to affect adversely the interests
                  of the
                  Purchaser. The related Mortgagor under the Mortgage Loan had a
                  FICO Score
                  not less than 500 at the time of the origination of the Mortgage
                  Loan,
                  unless such Mortgage Loan was originated under an origination program
                  which does not require FICO scores to be obtained under the Seller’s
                  underwriting guidelines;

              


      

       

      
        	48.  	
                The
                  Mortgage contains an enforceable provision for the acceleration
                  of the
                  payment of the unpaid principal balance of the Mortgage Loan in
                  the event
                  that the Mortgaged Property is sold or transferred without the
                  prior
                  written consent of the mortgagee
                  thereunder;

              


      

       

      
        	49.  	
                The
                  Mortgage Loan complies with all applicable consumer credit statutes
                  and
                  regulations, including, without limitation, the respective Uniform
                  Consumer Credit Code laws in effect in Alabama, Colorado, Idaho,
                  Indiana,
                  Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah, West Virginia
                  and
                  Wyoming, has been originated by a properly licensed entity, and
                  in all
                  other respects, complies with all of the material requirements
                  of any such
                  applicable laws;

              


      

       

      
        	50.  	
                The
                  information set forth in the Mortgage Loan Schedule as to Prepayment
                  Charges is complete, true and correct in all material respects
                  and each
                  Prepayment Charge is permissible, enforceable and collectable in
                  accordance with its terms upon the Mortgagor’s full and voluntary
                  principal payment under applicable
                  law;

              


      

       

      
        	51.  	
                The
                  Mortgage Loan was not prepaid in full prior to the Closing Date
                  and the
                  Seller has not received notification from a Mortgagor that a prepayment
                  in
                  full shall be made after the Closing
                  Date;

              


      

       

      
        	52.  	
                No
                  Mortgage Loan is secured by cooperative housing, commercial property
                  or
                  mixed use property, unless such mixed use property is subject to
                  de
                  minimis commercial use, such commercial use was not taken into
                  account in
                  valuing the related Mortgaged Property and the related Mortgaged
                  Property
                  was not modified for such commercial
                  use;

              


      

       

      
        	53.  	
                Each
                  Mortgage Loan is eligible for sale in the secondary market or for
                  inclusion in a Securitization Transaction without unreasonable
                  credit
                  enhancement;

              


      

       

      
        	54.  	
                Except
                  as set forth on the related Mortgage Loan Schedule, none of the
                  Mortgage
                  Loans are subject to a Prepayment Charge. For any Mortgage Loan
                  originated
                  prior to October 1, 2002 that is subject to a Prepayment Charge,
                  such
                  Prepayment Charge does not extend beyond five (5) years after the
                  date of
                  origination. For any Mortgage Loan originated on or following October
                  1,
                  2002 that is subject to a Prepayment Charge, such Prepayment Charge
                  does
                  not extend beyond three (3) years after the date of origination.
                  With
                  respect to any Mortgage Loan that contains a provision permitting
                  imposition of a premium upon a prepayment prior to maturity: (i)
                  prior to
                  the Mortgage Loan's origination, the Mortgagor agreed to such premium
                  in
                  exchange for a monetary benefit, including but not limited to a
                  rate or
                  fee reduction, (ii) prior to the Mortgage Loan's origination, the
                  Mortgagor was offered the option of obtaining a Mortgage Loan that
                  did not
                  require payment of such a premium, (iii) the prepayment premium
                  is
                  disclosed to the Mortgagor in the loan documents pursuant to applicable
                  state and federal law, and (iv) notwithstanding any state or federal
                  law
                  to the contrary, the Seller shall not impose such Prepayment Charge
                  in any
                  instance when the mortgage loan is accelerated or paid off in connection
                  with the workout of a delinquent Mortgage Loan as the result of
                  the
                  Mortgagor's default in making the loan
                  payments;

              


      

       

      
        	55.  	
                The
                  Seller has complied with all applicable anti-money laundering laws
                  and
                  regulations, including without limitation the USA Patriot Act of
                  2001
                  (collectively, the “Anti-Money Laundering Laws”); the Seller has
                  established an anti-money laundering compliance program as required
                  by the
                  Anti-Money Laundering Laws, has conducted the requisite due diligence
                  in
                  connection with the origination of each Mortgage Loan for purposes
                  of the
                  Anti-Money Laundering Laws, including with respect to the legitimacy
                  of
                  the applicable Mortgagor and the origin of the assets used by the
                  said
                  Mortgagor to purchase the Mortgaged Property, and maintains, and
                  will
                  maintain, sufficient information to identify the applicable Mortgagor
                  for
                  purposes of the Anti-Money Laundering Laws. No Mortgage Loan is
                  subject to
                  nullification pursuant to Executive Order 13224 (the “Executive Order”) or
                  the regulations promulgated by the Office of Foreign Assets Control
                  of the
                  United States Department of the Treasury (the “OFAC Regulations”) or in
                  violation of the Executive Order or the OFAC Regulations, and no
                  Mortgagor
                  is subject to the provisions of such Executive Order or the OFAC
                  Regulations nor listed as a “blocked person” for purposes of the OFAC
                  Regulations;

              


      

       

      
        	56.  	
                No
                  Mortgagor was encouraged or required to select a Mortgage Loan
                  product
                  offered by the Mortgage Loan's originator which is a higher cost
                  product
                  designed for less creditworthy borrowers, unless at the time of
                  the
                  Mortgage Loan's origination, such Mortgagor did not qualify taking
                  into
                  account credit history and debt to income ratios for a lower cost
                  credit
                  product then offered by the Mortgage Loan's originator or any affiliate
                  of
                  the Mortgage Loan's originator. If, at the time of loan application,
                  the
                  Mortgagor may have qualified for a for a lower cost credit product
                  then
                  offered by any mortgage lending affiliate of the Mortgage Loan's
                  originator, the Mortgage Loan's originator referred the Mortgagor's
                  application to such affiliate for underwriting consideration. With
                  respect
                  to any Mortgage Loan, the Mortgagor was assigned the highest credit
                  grade
                  available with respect to a mortgage loan product offered by such
                  Mortgage
                  Loan’s originator, based on a comprehensive assessment of risk factors,
                  including the Mortgagor’s credit history. Additionally, the Mortgage
                  Loan’s originator offered the Mortgagor mortgage loan products offered
                  by
                  such Mortgage Loan’s originator, or any affiliate of such Mortgage Loan’s
                  originator, for which the Mortgagor
                  qualified;

              


      

       

      
        	57.  	
                The
                  methodology used in underwriting the extension of credit for each
                  Mortgage
                  Loan employs objective mathematical principles which relate the
                  Mortgagor's income, assets and liabilities to the proposed payment
                  and
                  such underwriting methodology does not rely on the extent of the
                  Mortgagor's equity in the collateral as the principal determining
                  factor
                  in approving such credit extension. Such underwriting methodology
                  confirmed that at the time of origination (application/approval)
                  the
                  Mortgagor had a reasonable ability to make timely payments on the
                  Mortgage
                  Loan;

              


      

       

      
        	58.  	
                With
                  respect to each Mortgage Loan, the Seller has fully and accurately
                  furnished complete 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, on a monthly basis and, for each
                  Mortgage
                  Loan, the Seller will furnish, in accordance with the Fair Credit
                  Reporting Act and its implementing regulations, accurate and complete
                  information on its borrower credit files to Equifax, Experian,
                  and Trans
                  Union Credit Information Company, on a monthly
                  basis;

              


      

       

      
        	59.  	
                All
                  points and fees related to each Mortgage Loan were disclosed in
                  writing to
                  the related Borrower in accordance with applicable state and federal
                  laws
                  and regulations. No related Borrower was charged “points and fees”
                  (whether or not financed) in an amount greater than (a) $1,000
                  or (b) 5%
                  of the principal amount of such loan, whichever is greater, such
                  5%
                  limitation is calculated in accordance with Fannie Mae’s anti-predatory
                  lending requirements as set forth in the Fannie Mae Guides. For
                  purposes
                  of this representation, “points and fees” (a) include origination,
                  underwriting, broker and finder’s fees and other charges that the lender
                  imposed as a condition of making the loan, whether they are paid
                  to the
                  lender or a third party, and (b) exclude bona fide discount points,
                  fees
                  paid for actual services rendered in connection with the origination
                  of
                  the mortgage (such as attorneys’ fees, notaries fees and fees paid for
                  property appraisals, credit reports, surveys, title examinations
                  and
                  extracts, flood and tax certifications, and home inspections);
                  the cost of
                  mortgage insurance or credit-risk price adjustments; the costs
                  of title,
                  hazard, and flood insurance policies; state and local transfer
                  taxes or
                  fees; escrow deposits for the future payment of taxes and insurance
                  premiums; and other miscellaneous fees and charges that, in total,
                  do not
                  exceed 0.25 percent of the loan amount. All points, fees and charges
                  (including finance charges) and whether or not financed, assessed,
                  collected or to be collected in connection with the origination
                  and
                  servicing of each Mortgage Loan were disclosed in writing to the
                  related
                  Mortgagor in accordance with applicable state and federal laws
                  and
                  regulations;

              


      

       

      
        	60.  	
                [Reserved];

              


      

       

      
        	61.  	
                With
                  respect to any Mortgage Loan which is secured by manufactured housing,
                  if
                  such Mortgage Loans are permitted hereunder, such Mortgage Loan
                  satisfies
                  the requirements for inclusion in residential mortgage backed securities
                  transactions rated by Standard & Poor's Ratings Services and such
                  manufactured housing will be the principal residence of the Mortgagor
                  upon
                  the origination of the Mortgage Loan. With respect to any second
                  lien
                  Mortgage Loan, such lien is on a one- to four-family residence
                  that is (or
                  will be) the principal residence of the Mortgagor upon the origination
                  of
                  the second lien Mortgage Loan;

              


      

       

      
        	62.  	
                Each
                  Mortgage Loan constitutes a “qualified mortgage” under
                  Section 860G(a)(3)(A) of the Code and Treasury Regulation
                  Section 1.860G-2(a)(1);

              


      

       

      
        	63.  	
                No
                  Mortgage Loan is secured by real property or secured by a manufactured
                  home located in the state of Georgia unless (x) such Mortgage Loan
                  was
                  originated prior to October 1, 2002 or after March 6, 2003, or
                  (y) the
                  property securing the Mortgage Loan is not, nor will be, occupied
                  by the
                  Mortgagor as the Mortgagor’s principal dwelling. No Mortgage Loan is a
                  “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as
                  amended (the “Georgia Act”). Each Mortgage Loan that is a “Home Loan”
                  under the Georgia Act complies with all applicable provisions of
                  the
                  Georgia Act. No Mortgage Loan secured by owner occupied real property
                  or
                  an owner occupied manufactured home located in the State of Georgia
                  was
                  originated (or modified) on or after October 1, 2002 through and
                  including
                  March 6, 2003;

              


      

       

      
        	64.  	
                No
                  Mortgage Loan is a “High-Cost” loan as defined under the New York Banking
                  Law Section 6-1, effective as of April 1,
                  2003;

              


      

       

      
        	65.  	
                No
                  Mortgage Loan (a) is secured by property located in the State of
                  New York;
                  (b) had an unpaid principal balance at origination of $300,000
                  or less,
                  and (c) has an application date on or after April 1, 2003, the
                  terms of
                  which Mortgage Loan equal or exceed either the APR or the points
                  and fees
                  threshold for “high-cost home loans”, as defined in Section 6-1 of
                  the New York State Banking Law;

              


      

       

      
        	66.  	
                No
                  Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home
                  Loan Protection Act effective July 16, 2003 (Act 1340 or
                  2003);

              


      

       

      
        	67.  	
                No
                  Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky
                  high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat.
                  Section 360.100);

              


      

       

      
        	68.  	
                No
                  Mortgage Loan secured by property located in the State of Nevada
                  is a
                  “home loan” as defined in the Nevada Assembly Bill No.
                  284;

              


      

       

      
        	69.  	
                No
                  Mortgage Loan is a “manufactured housing loan” or “home improvement home
                  loan” pursuant to the New Jersey Home Ownership Act. No Mortgage Loan
                  is a
                  “High-Cost Home Loan” or a refinanced “Covered Home Loan,” in each case,
                  as defined in the New Jersey Home Ownership Act effective November
                  27,
                  2003 (N.J.S.A. 46;10B-22 et seq.);

              


      

       

      
        	70.  	
                No
                  Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home
                  Ownership and Equity protection
                  Act;

              


      

       

      
        	71.  	
                No
                  Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home
                  Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann.
§§ 58-21A-1
                  et seq.);

              


      

       

      
        	72.  	
                No
                  Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois
                  High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp.
                  Stat.
                  137/1 et seq.);

              


      

       

      
        	73.  	
                No
                  Loan that is secured by property located within the State of Maine
                  meets
                  the definition of a (i) “high-rate, high-fee” mortgage loan under Article
                  VIII, Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home
                  Loan” as defined under the Maine House Bill 383 L.D. 494, effective as
                  of
                  September 13, 2003;

              


      

       

      
        	74.  	
                With
                  respect to any Loan for which a mortgage loan application was submitted
                  by
                  the Mortgagor after April 1, 2004, no such Loan secured by Mortgaged
                  Property in the State of Illinois which has a Loan Interest Rate
                  in excess
                  of 8.0% per annum has lender-imposed fees (or other charges) in
                  excess of
                  3.0% of the original principal balance of the
                  Loan;

              


      

       

      
        	75.  	
                No
                  Mortgage Loan is a “High Cost Home Mortgage Loan” as defined in the
                  Massachusetts Predatory Home Loan Practices Act, effective November
                  7,
                  2004 (Mass. Ann. Laws Ch. 183C). No Mortgage Loan secured by a
                  Mortgaged
                  Property located in the Commonwealth of Massachusetts was made
                  to pay off
                  or refinance an existing loan or other debt of the related borrower
                  (as
                  the term “borrower” is defined in the regulations promulgated by the
                  Massachusetts Secretary of State in connection with Massachusetts
                  House
                  Bill 4880 (2004)) unless either (1) (a) the related Mortgage Interest
                  Rate
                  (that would be effective once the introductory rate expires, with
                  respect
                  to Adjustable Rate Mortgage Loans) did or would not exceed by more
                  than
                  2.25% the yield on United States Treasury securities having comparable
                  periods of maturity to the maturity of the related Mortgage Loan
                  as of the
                  fifteenth day of the month immediately preceding the month in which
                  the
                  application for the extension of credit was received by the related
                  lender
                  or (b) the Mortgage Loan is an “open-end home loan” (as such term is used
                  in the Massachusetts House Bill 4880 (2004)) and the related Mortgage
                  Note
                  provides that the related Mortgage Interest Rate may not exceed
                  at any
                  time the Prime rate index as published in The Wall Street Journal
                  plus a
                  margin of one percent, or (2) such Mortgage Loan is in the "borrower's
                  interest," as documented by a "borrower's interest worksheet" for
                  the
                  particular Mortgage Loan, which worksheet incorporates the factors
                  set
                  forth in Massachusetts House Bill 4880 (2004) and the regulations
                  promulgated thereunder for determining "borrower's interest," and
                  otherwise complies in all material respects with the laws of the
                  Commonwealth of Massachusetts;

              


      

       

      
        	76.  	
                No
                  Loan is a “High Cost Home Loan” as defined by the Indiana Home Loan
                  Practices Act, effective January 1, 2005 ( Ind. Code Ann. §§ 24-9-1 et
                  seq.);

              


      

       

      
        	77.  	
                The
                  Mortgagee has not made or caused to be made any payment in the
                  nature of
                  an “average” or “yield spread premium” to a mortgage broker or a like
                  Person which has not been fully disclosed to the
                  Mortgagor;

              


      

       

      
        	78.  	
                The
                  sale or transfer of the Mortgage Loan by the Seller complies with
                  all
                  applicable federal, state, and local laws, rules, and regulations
                  governing such sale or transfer, including, without limitation,
                  the Fair
                  and Accurate Credit Transactions Act (“FACT Act”) and the Fair Credit
                  Reporting Act, each as may be amended from time to time, and the
                  Seller
                  has not received any actual or constructive notice of any identity
                  theft,
                  fraud, or other misrepresentation in connection with such Mortgage
                  Loan or
                  any party thereto;

              


      

       

      
        	79.  	
                With
                  respect to each MOM Loan, a MIN has been assigned by MERS and such
                  MIN is
                  accurately provided on the Mortgage Loan Schedule. The related
                  Assignment
                  of Mortgage to MERS has been duly and properly recorded, or has
                  been
                  delivered for recording to the applicable recording
                  office;

              


      

       

      
        	80.  	
                With
                  respect to each MOM Loan, Seller has not received any notice of
                  liens or
                  legal actions with respect to such Mortgage Loan and no such notices
                  have
                  been electronically posted by MERS;

              


      

       

      
        	81.  	
                With
                  respect to each second lien Mortgage Loan, either no consent for
                  the
                  Mortgage Loan is required by the holder of the first lien or such
                  consent
                  has been obtained and is contained in the Mortgage File;
                  and

              


      

       

      
        	82.  	
                No
                  Mortgagor agreed to submit to arbitration to resolve any dispute
                  arising
                  out of or relating in any way to the Mortgage Loan transaction.
                  No
                  Mortgage Loan is subject to any mandatory
                  arbitration.

              


      

    

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D

     

    MORTGAGE
      LOAN SCHEDULE

     

    


    [Available
      Upon Request]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE (DEUTSCHE BANK)

     

    
      	
              To:
                

            	
              Deutsche
                Bank National Trust Company

              1761
                East St. Andrew Place

              Santa
                Ana, California 92705-4934

            


    

    


     

    
      	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of April 1, 2006, among Financial
                Asset
                Securities Corp. as Depositor, Fremont Investment & Loan as Servicer,
                Wells Fargo Bank, N.A. as Master Servicer and Trust Administrator
                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

     

    April
      __,
      2006

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of April 1, 2006, among Financial
                Asset
                Securities Corp. as Depositor, Fremont Investment & Loan as Servicer,
                Wells Fargo Bank, N.A. as Master Servicer and Trust Administrator
                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 April 1, 2006 among Financial Asset Securities Corp., as Depositor,
                Fremont Investment & Loan as Servicer, Wells Fargo Bank, N.A. as
                Master Servicer and Trust Administrator and Deutsche Bank National
                Trust
                Company, as Trustee with respect to Fremont Home Loan Trust 2006-2,
                Asset-Backed Certificates, Series
                2006-2

            


    

    


    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:

            	
              Fremont
                Home Loan Trust 2006-2, 

              Asset-Backed
                Certificates Series 2006-2

            


    

    


     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.01 of the Pooling and Servicing Agreement (the “Pooling and
      Servicing Agreement”), dated as of April 1, 2006 among Financial Asset
      Securities Corp., as Depositor, Fremont Investment & Loan as Servicer, Wells
      Fargo Bank, N.A. as Master Servicer and Trust Administrator and Deutsche Bank
      National Trust Company, as Trustee, we hereby acknowledge the receipt of the
      original Mortgage Notes (a copy of which is attached hereto as Exhibit 1) with
      any exceptions thereto listed on Exhibit 2.

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



    EXHIBIT
      G

     

    [RESERVED]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      H

     

    FORM
      OF
      LOST NOTE AFFIDAVIT

     

    Personally
      appeared before me the undersigned authority to administer oaths,
      __________________ who first being duly sworn deposes and says: Deponent is
      __________________________ of ____________________________, successor by merger
      to _________________________ (“Seller”) and who has personal knowledge of the
      facts set out in this affidavit.

     

    On
      _________________________________, _________________________________ did execute
      and deliver a promissory note in the principal amount of
      $____________________.

     

    That
      said
      note has been misplaced or lost through causes unknown and is presently lost
      and
      unavailable after diligent search has been made. Seller’s records show that an
      amount of principal and interest on said note is still presently outstanding,
      due, and unpaid, and Seller is still owner and holder in due course of said
      lost
      note.

     

    Seller
      executes this Affidavit for the purpose of inducing Deutsche Bank National
      Trust
      Company, as trustee on behalf of Fremont Home Loan Trust 2006-2, Asset-Backed
      Certificates Series 2006-2, 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”), Fremont Investment & Loan (“Fremont”),
      Deutsche Bank National Trust Company and Wells Fargo Bank, N.A., hereby
      constitutes and appoints Fremont, by and through Fremont’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 Fremont 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
      Fremont to the Owner under the Pooling and Servicing Agreement, or (ii) be
      construed to grant Fremont 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.

     

    Fremont
      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 Fremont 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

    Fremont
      Investment & Loan

    


    By:_________________________

    Name:

    Title:

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




    EXHIBIT
      J

     

    FORM
      OF
      INVESTMENT LETTER [NON-RULE 144A]

     

    [DATE]

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attn:
      Corporate Trust Services—

    Fremont
      Home Loan Trust 2006-2

     

    
      	 	
              Re:

            	
              Fremont
                Home Loan Trust 2006-2,

              Asset-Backed
                Certificates Series 2006-2

            


    

    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

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attn:
      Corporate Trust Services—

    Fremont
      Home Loan Trust 2006-2

     

    
      	 	
              Re:

            	
              Fremont
                Home Loan Trust 2006-2,

              Asset-Backed
                Certificates Series 2006-2

            	 


    

    


     

    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)

     

    FREMONT
      HOME LOAN TRUST 2006-2

    ASSET-BACKED
      CERTIFICATES, SERIES 2006-2

     

    
      	
              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 April 1, 2006 (the
      “Agreement”),
      among
      Financial Asset Securities Corp., as depositor (the “Depositor”),
      Fremont Investment & Loan (the “Servicer”),
      Wells
      Fargo Bank, N.A. as master servicer and trust administrator (the “Master
      Servicer” and “Trust Administrator”) and Deutsche Bank National Trust Company,
      as trustee (the “Trustee”).
      Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
      shall have the meanings ascribed to such terms in the Agreement. The Transferee
      has authorized the undersigned to make this affidavit on behalf of the
      Transferee for the benefit of the Depositor and the Trustee.

     

    2. The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3. The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are not Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is not a Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4. The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    5. The
      Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales. The Transferee expressly agrees to be bound by and to abide
      by
      the provisions of Section 5.02(d) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6. The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
      a
      certificate substantially in the form set forth as Exhibit L to the
      Agreement (a “Transferor
      Certificate”)
      to the
      effect that such Transferee has no actual knowledge that the Person to which
      the
      Transfer is to be made is not a Permitted Transferee.

     

    7. The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become due. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the
      Certificate.

     

    8. The
      Transferee’s taxpayer identification number is ___________.

     

    9. The
      Transferee is a U.S. Person as defined in Code
      Section 7701(a)(30).

     

    10. The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11. The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12. Check
      one
      of the following:

     

      The
      present value of the anticipated tax liabilities associated with holding the
      Certificate, as applicable, does not exceed the sum of:

     

    
      	 	
              (i)

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

            
	 	
              (ii)

            	
              the
                present value of the expected future distributions on such Certificate;
                and

            
	 	
              (iii)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates
                losses.

            


    

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

      The
      transfer of the Certificate complies with U.S. Treasury Regulations Sections
      1.860E-1(c)(5) and (6) and, accordingly,

     

    
      	 	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United States;

            
	 	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

            
	 	
              (iii)

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                of
                the U.S. Treasury Regulations; and

            
	 	
              (iv)

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

            


    

     

      None
      of the above.

     

    13. The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or a plan that is subject to Section 4975 of the Code or a plan subject to
      any Federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
          
      day
      of
                  ,
      20  .

     

    


    
      	 	
              [NAME
                OF TRANSFEREE]

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 


    

    


    
      	
              [Corporate
                Seal]

            	 
	
              ATTEST:

            	 
	 	 
	 	 
	
              [Assistant]
                Secretary

            	 


    

     

    Personally
      appeared before me the above-named __________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this     
      day
      of
        
      ,
      20  .

     

    


    
      	 	 
	 	
              NOTARY
                PUBLIC

            
	 	
              My
                Commission expires the __ day

              of
                _________, 20__

            


    

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




    EXHIBIT
      L

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    [DATE]

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attn:
      Corporate Trust Services—

    Fremont
      Home Loan Trust 2006-2

     

    
       

      
        	 	
                Re:

              	
                Fremont
                  Home Loan Trust, Series 2006-2

                Asset
                  Backed Certificates, Series 2006-2

              	 


      

    

    


     

    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

            	
              Wells
                Fargo Bank, N.A.

              Sixth
                Street and Marquette Avenue

              Minneapolis,
                Minnesota 55479

              Attn:
                Corporate Trust Services—

              Fremont
                Home Loan Trust 2006-2

            


    

    


    
       

      
        	 	
                Re:

              	
                Fremont
                  Home Loan Trust, Series 2006-2

                Asset
                  Backed Certificates, Series 2006-2

              	 


      
 

    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Fremont Home
      Loan Trust 2006-2, Asset-Backed Certificates Series 2006-2, Class [C][P][R[-X]]
      (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”) dated as of April 1, 2006 among Financial
      Asset Securities Corp. as depositor (the “Depositor”), Fremont Investment &
Loan (the “Servicer”), Wells Fargo Bank, N.A. as master servicer and trust
      administrator (the “Master Servicer” and “Trust Administrator”) and Deutsche
      Bank National Trust Company as trustee (the “Trustee”). Capitalized terms used
      herein and not otherwise defined shall have the meanings assigned thereto in
      the
      Pooling and Servicing Agreement. The Transferee hereby certifies, represents
      and
      warrants to, and covenants with the Depositor, the Trustee and the Servicer
      the
      following:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be
      transferred to any entity that is deemed to be investing in plan assets within
      the meaning of the DOL regulation at 29 C.F.R.ss. 2510.3-101.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              [Transferee]

            
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      N-1

     

    FORM
      CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM 10-K

     

    
      	 	
              Re:

            	
              Fremont
                Home Loan Trust, Series 2006-2

              Asset
                Backed Certificates, Series 2006-2

            	 


    

    


     

    Certification

     

    I,
      [identify the certifying individual], certify that:

     

    1. I
      have
      reviewed this annual report on Form 10-K, and all reports on Form 10-D required
      to be filed in respect of the period covered by this report on Form 10-K
      [identify issuing entity] (i.e., the name of the specific deal to which this
      certification relates rather than just the name of the Depositor)] (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 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 its obligations under the Pooling and Servicing Agreement
      in all material respects; 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 party: Deutsche Bank National Trust
      Company.

     

     

    
      	 	 	 	
              WELLS
                FARGO BANK, N.A.

            
	 	 	 	By:____________________________________
	 	 	 	
              Name:

            
	 	 	 	
              Title:

            


    

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




    EXHIBIT
      N-2

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO MASTER SERVICER BY THE SERVICER

    
       

      
        	 	
                Re:

              	
                Fremont
                  Home Loan Trust, Series 2006-2

                Asset
                  Backed Certificates, Series 2006-2

              	 


      

    

     

    I,
      ________________________________, the _______________________ of Fremont
      Investment & Loan (“Fremont”), certify to Financial Asset Securities Corp.
      and the Master Servicer, and their officers, with the knowledge and intent
      that
      they will rely upon this certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
      assessment of the Company’s compliance with the servicing criteria set forth in
      Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
      with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to the Master Servicer pursuant
      to the Agreement (collectively, the “Company Servicing
      Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, 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 the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the Master
      Servicer;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to [the
      Agreement], and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer and Subcontractor pursuant to
      the
      Agreement, have been provided to Fremont. Any material instances of
      noncompliance described in such reports have been disclosed to Fremont. Any
      material instance of noncompliance with the Servicing Criteria has been
      disclosed in such reports.

     

    Date:

     

    By:_____________________

    Name:
      

     

    


     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      O

     

    FORM
      OF
      CAP CONTRACT

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      

      


      


      Dated:
        April 28, 2006

      


      Rate
        Cap Transaction

      


      Re:
        BNY
        Reference No. 37729

      


      Ladies
        and Gentlemen:

      


      The
        purpose of this letter agreement (“Agreement”)
        is to
        confirm the terms and conditions of the rate Cap Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between The Bank of New York (“BNY”),
        a
        trust company duly organized and existing under the laws of the State of
        New
        York, and Wells Fargo Bank, N.A., not in its individual capacity, but solely
        as
        trust administrator with respect to the Fremont Home Loan Trust 2006-2,
        Asset-Backed Certificates, Series 2006-2 (in such capacity, the “Trust
        Administrator”
or
        the
“Counterparty”),
        under
        the Pooling and Servicing Agreement, dated as of April 1, 2006, among Financial
        Asset Securities Corp. as depositor (the “Depositor”),
        Fremont Investment & Loan as servicer (the “Servicer”),
        Wells
        Fargo Bank, N.A. as master servicer (the “Master
        Servicer”),
        and
        Deutsche Bank National Trust Company as Trustee (the “Trustee”) (the
        “Pooling
        and Servicing Agreement”).
        This
        Agreement, which evidences a complete and binding agreement between you and
        us
        to enter into the Transaction on the terms set forth below, constitutes a
        “Confirmation”
as
        referred to in the “ISDA
        Form Master Agreement”
(as
        defined below), as well as a “Schedule” as referred to in the ISDA Form Master
        Agreement.

      


      1. Form
        of Agreement.
        This
        Agreement is subject to the 2000
        ISDA Definitions (the
        “Definitions”),
        as
        published by the International Swaps and Derivatives Association, Inc.
        (“ISDA”).
        You
        and we have agreed to enter into this Agreement in lieu of negotiating a
        Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form
        (the “ISDA
        Form Master Agreement”).
        An
        ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph
        4 of
        this Confirmation (the “Master
        Agreement”),
        shall
        be deemed to have been executed by you and us on the date we entered into
        the
        Transaction. Except as otherwise specified, references herein to Sections
        shall
        be to Sections of the Master Agreement, and references to Paragraphs shall
        be to
        paragraphs of this Agreement. In the event of any inconsistency between the
        provisions of this Agreement and the Definitions or the Master Agreement,
        this
        Agreement shall prevail for purposes of the Transaction. Capitalized terms
        not
        otherwise defined herein or in the Definitions or the Master Agreement shall
        have the meaning defined for such term in the Pooling and Servicing
        Agreement.

      


      
        	
                2.

              	
                Certain
                  Terms.
                  The terms of the particular Transaction to which this Confirmation
                  relates
                  are as follows:

              


      

      


      Type
        of
        Transaction:      Rate
        Cap

      


      Notional
        Amount:              
        With respect to any Calculation Period, the lesser of: (i) the amount set
        forth
        on Schedule I attached hereto for such Calculation Period and (ii) the aggregate
        Certificate Principal Balance of the Floating Rate Certificates and Fixed
        Rate
        Certificates (as defined in the Pooling and Servicing Agreement) for such
        Floating Rate Payer Payment Date.

      


      The
        Trust
        Administrator shall make available each month via the Trust Administrator’s
        website a statement containing the aggregate Certificate Principal Balance
        of
        the Floating Rate Certificates and the Fixed Rate Certificates as of the
        first
        day of such Calculation Period and shall notify BNY at least five (5) Business
        Days prior to the related Floating Rate Payer Payment Date of the aggregate
        Certificate Principal Balance of the Floating Rate Certificates and the Fixed
        Rate Certificates as of the first day of such Calculation Period and shall
        send
        such notification to BNY; provided, however, that if the Trust Administrator
        shall not provide such notification, BNY is permitted to rely upon the statement
        of aggregate Certificate Principal Balance of the Floating Rate Certificates
        and
        the Fixed Rate Certificates made available on the Trust Administrator’s website.
        The Trust Administrator’s internet website shall initially be located at
        www.ctslink.com and assistance in using the website can be obtained by calling
        the Trust Administrator’s customer service line at 301-815-6600.

      


      For
        avoidance of doubt, CUSIP Numbers, ISIN Number and Issue Descriptions of
        the
        Floating Rate Certificates and the Fixed Rate Certificates, are set forth
        on
        Annex A attached hereto.

      


      
        	
                Trade
                  Date:

              	
                April
                  20, 2006

              
	 	 
	
                Effective
                  Date:

              	
                April
                  28, 2006

              
	 	 
	
                Termination
                  Date:

              	
                March
                  25, 2007, subject to adjustment in accordance with the Following
                  Business
                  Day Convention.

              


      

      


      FIXED
        AMOUNTS:

      


      
        	
                Fixed
                  Amount Payer:

              	
                Counterparty

              
	 	 
	
                Fixed
                  Amount:

              	
                USD
                  76.00

              
	 	 
	
                Fixed
                  Amount 

              	 
	
                Payment
                  Date:

              	
                April
                  28, 2006

              


      

      


      


      FLOATING
        AMOUNTS

      


      
        	
                Floating
                  Rate Payer:

              	
                BNY

              
	 	 
	
                Cap
                  Rate:

              	
                For
                  each Calculation Period, as set forth for such period on Schedule
                  I
                  attached hereto.

              
	 	 
	
                Floating
                  Rate for initial

              	 
	
                Calculation
                  Period:

              	
                To
                  be determined

              
	 	 
	
                Floating
                  Rate Day Count

              	 
	
                Fraction:

              	
                Actual/360

              
	 	 
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA,
                  provided, however, if the Floating Rate Option for a Calculation
                  Period is
                  greater than 10.50% then the Floating Rate Option for such Calculation
                  Period shall be deemed equal to 10.50%.

              
	 	 
	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 
	
                Spread:

              	
                Inapplicable

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Period
                  End Dates:

              	
                The
                  25th
                  day of each month, beginning on May 25, 2006 and ending on the
                  Termination
                  Date, subject to adjustment in accordance with the Following Business
                  Day
                  Convention.

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. The Floating Rate Payer Payment Date
                  shall be
                  one (1) Business Day preceding each Floating Rate Payer Period
                  End
                  Date.

              
	 	 
	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period or Compounding Period, if
                  Compounding
                  is applicable.

              
	 	 
	
                Compounding:

              	
                Inapplicable

              
	 	 
	
                Business
                  Days for Payments

              	 
	
                By
                  both parties:

              	
                New
                  York 

              
	 	 
	
                Calculation
                  Agent:

              	
                BNY

              


      

      


      


      3.    Additional
        Provisions:
        

      


      Reliance.
        Each
        party hereto is hereby advised and acknowledges 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. 


      


      
        	
                4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the Master
                  Agreement:

              


      

      


      
        	1)  	
                No
                  Netting Between Transactions.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to any
                  Transaction.

              


      

      


      
        	 	
                2)

              	
                Termination
                  Provisions.
                  Subject to the provisions of Paragraph 4(10) below, for purposes
                  of the
                  Master Agreement:

              


      

      


      
        	 	
                (a)

              	
                “Specified
                  Entity”
                  is not applicable to BNY or the Counterparty for any purpose.
                  

              


      

      


      
        	 	
                (b)

              	
                The
                  “Breach
                  of Agreement”
                  provision of Section 5(a)(ii) will not apply to BNY or the
                  Counterparty.

              


      

      


      
        	 	
                (c)

              	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will not apply to BNY (except with
                  respect
                  to credit support furnished pursuant to Paragraph 4 (9) below)
                  or the
                  Counterparty.

              


      

      


      
        	 	
                (d)

              	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will not apply to BNY or the
                  Counterparty.

              


      

      


      
        	 	
                (e)

              	
                “Default
                  under Specified Transaction”
                  is not applicable to BNY or the Counterparty for any purpose, and,
                  accordingly, Section 5(a)(v) shall not apply to BNY or the
                  Counterparty.

              


      

      


      
        	 	
                (f)

              	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will not apply to BNY or to the
                  Counterparty.

              


      

      


      
        	 	
                (g)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii)(2) will not apply to the Counterparty;
                  the
                  words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include
                  the Trustee; and with respect to Counterparty only the words “specifically
                  authorized ” are inserted before the word “action” in Section
                  5(a)(vii)(9).

              


      

      


      
        	 	
                (h)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to BNY or the
                  Counterparty.

              


      

      


      
        	 	
                (i)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to BNY or to the
                  Counterparty.

              


      

      


      
        	 	
                (j)

              	
                Payments
                  on Early Termination.
                  For the purpose of Section 6(e):

              


      

      


      (i) Market
        Quotation will apply.

       

      (ii) The
        Second Method will apply. 

      


      
        	 	
                (k)

              	
                “Termination
                  Currency”
                  means United States Dollars. 

              


      

      


      
        	 	
                (l)

              	
                No
                  Additional Amounts Payable by Counterparty.
                  The Counterparty shall not be required to pay any additional amounts
                  pursuant to Section 2(d)(i)(4) or
                  2(d)(ii).

              


      

      


      3)    Tax
        Representations. 

      


      
        	 	
                (a)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e), BNY and the Counterparty make
                  the
                  following representations:

              


      

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the
        other party under this Agreement. In making this representation, it may rely
        on:


      


      
        	 	
                (i)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f);

              


      

      


      
        	 	
                (ii)

              	
                the
                  satisfaction of the agreement contained in Section 4 (a)(i) or
                  4(a)(iii)
                  and the accuracy and effectiveness of any document provided by
                  the other
                  party pursuant to Section 4 (a)(i) or 4(a)(iii);
                  and

              


      

      


      
        	 	
                (iii)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d), 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
                  of its legal or commercial position.


              


      

      


      
        	 	
                (b)

              	
                Payee
                  Representations.
                  For the purpose of Section 3(f), BNY and the Counterparty make
                  the
                  following representations.

              


      

       

      (i)    The
        following representation will apply to BNY: 

      


      (x)
        It is
        a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the
        United States Treasury Regulations) for United States federal income tax
        purposes, (y) it is a trust company duly organized and existing under the
        laws
        of the State of New York, and (y) its U.S. taxpayer identification number
        is
        135160382. 

      


      (ii)    The
        following representation will apply to the Counterparty:

      


      The
        beneficial owner of the payments made to it under this 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.

      


      4)    Documents
        to be delivered. For the purpose of Section 4(a):

      


      (a) Tax
        forms, documents or certificates to be delivered are:

      


      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/
                  Certificate

              	
                Date
                  by which to be delivered

              	
                Covered
                  by Section 3(d) Representation

              
	
                BNY
                  and Counterparty

              	
                Any
                  document required or
                  reasonably requested to allow the other party to make payments
                  under this
                  Agreement without any deduction or withholding for or on the account
                  of
                  any tax. 

              	
                Upon
                  the execution and delivery of this Agreement 

              	
                Yes

              


      

      


      (b) Other
        documents to be delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/
                  Certificate

              	
                Date
                        by which to be delivered

              	
                Covered
                  by Section 3(d) Representation

              
	
                BNY
                  

              	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing this
                  Agreement, any relevant Credit Support Document, or any Confirmation,
                  as
                  the case may be.

                 

              	
                Promptly
                  after the earlier of (i) reasonable demand by either party or (ii)
                  learning that such form or document is required

              	
                Yes

              
	
                Counterparty
                  

              	
                (i)
                  a copy of the executed Pooling and Servicing Agreement, and (ii)
                  an
                  incumbency certificate verifying the true signatures and authority
                  of the
                  person or persons signing this letter agreement on behalf of the
                  Counterparty.

                 

              	
                Upon
                  the execution and delivery of this Agreement 

              	
                Yes

              
	
                BNY

              	
                A
                  copy of the most recent publicly available regulatory call
                  report.

                 

              	
                Promptly
                  after request by the other party

              	
                Yes

              
	
                BNY

              	
                Legal
                  Opinion as to enforceability of this Agreement.

              	
                Upon
                  the execution and delivery of this Agreement.

                 

              	
                Yes

              
	
                Counterparty

              	
                Certified
                  copy of the Board of Directors resolution (or equivalent authorizing
                  documentation) which sets forth the authority of each signatory
                  to the
                  Confirmation signing on its behalf and the authority of such party
                  to
                  enter into Transactions contemplated and performance of its obligations
                  hereunder.

                 

              	
                Upon
                  the execution and delivery of this Agreement.

              	
                Yes

              


      

      


      5)
         Miscellaneous.
        

      


      
        	 	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a):

              


      

      


      Address
        for notices or communications to BNY:

      


      The
        Bank
        of New York

      Swaps
        and
        Derivative Products Group

      Global
        Market Division

      32
        Old
        Slip 15th Floor

      New
        York,
        New York 10286

      Attention:
        Steve Lawler

      


      with
        a
        copy to:

      


      The
        Bank
        of New York

      Swaps
        and
        Derivative Products Group

      32
        Old
        Slip 16th Floor

      New
        York,
        New York 10286

      Attention:
        Andrew Schwartz

      Tele:
        212-804-5103

      Fax:
        212-804-5818/5837

      


      (For
        all
        purposes)

      


      Address
        for notices or communications to the Counterparty:

      


      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045-1951

      Attn:
        Client Manager-Fremont 2006-2

      Tele:
        410-884-2000

      Fax:
        410-715-2380

      


      (b)    Process
        Agent.
        For the
        purpose of Section 13(c):

      


      BNY
        appoints as its Process Agent:  Not
        Applicable

       

      The
        Counterparty appoints as its Process Agent: Not
        Applicable

      


      
        	 	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will not apply to this Agreement;
                  neither
                  BNY nor the Counterparty have any Offices other than as set forth
                  in the
                  Notices Section and BNY agrees that, for purposes of Section 6(b),
                  it
                  shall not in future have any Office other than one in the United
                  States.

              


      

      


      
        	 	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c):

              


      

      


      BNY
        is
        not a Multibranch Party.

       

      The
        Counterparty is not a Multibranch Party.

      


      
        	 	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is BNY.

              


      

      


      (f)    Credit
        Support Document. Not
        applicable for either BNY (except with respect to credit support furnished
        pursuant to Paragraph 9) or the Counterparty.

      


      
        	 	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      
        	
                BNY:

              	
                Not
                  Applicable (except with respect to credit support furnished pursuant
                  to
                  Paragraph 9)

                 

              
	
                Counterparty:

              	
                Not
                  Applicable

              
	 	 


      

      
      

       

      
        	 	
                (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
                  conflict of law provisions thereof other than New York General
                  Obligations
                  Law Sections 5-1401 and 5-1402.

              


      

      


      
        	 	
                (i)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) for any reason,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties. 

              


      

      


      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.

      


      
        	 	
                (j)

              	
                Recording
                  of Conversations.
                  Each party (i) consents to the recording of telephone conversations
                  between the trading, marketing and other relevant personnel of
                  the parties
                  in connection with this Agreement or any potential Transaction,
                  (ii)
                  agrees to obtain any necessary consent of, and give any necessary
                  notice
                  of such recording to, its relevant personnel and (iii) agrees,
                  to the
                  extent permitted by applicable law, that recordings may be submitted
                  in
                  evidence in any Proceedings.

              


      

      


      
        	 	
                (k)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any Proceedings relating to this Agreement or any Credit Support
                  Document.
                  

              


      

      


      
        	 	
                (l)
                  

              	
                [Reserved]
                  

              


      

      


      
        	 	
                (m)

              	
                Limitation
                  on Institution of Bankruptcy Proceedings.
                  BNY shall not institute against or cause any other person to institute
                  against, or join any other person in instituting against the Counterparty,
                  any bankruptcy, reorganization, arrangement, insolvency or liquidation
                  proceedings, under any of the laws of the United States or any
                  other
                  jurisdiction, for a period of one year and one day (or, if longer,
                  the
                  applicable preference period) following indefeasible payment in
                  full of
                  the Certificates. This provision shall survive the expiration of
                  this
                  Agreement.

              


      

      


      
        	 	
                (n)

              	
                Remedy
                  of Failure to Pay or Deliver.
                  The ISDA Form Master Agreement is hereby amended by replacing the
                  word
                  “third” in the third line of Section 5(a)(i) by the word
                  “second”.

              


      

      


      
        	 	
                (o)

              	
                “Affiliate”
                  will have the meaning specified in Section 14 of the ISDA Form
                  Master
                  Agreement, provided that the Counterparty shall be deemed not to
                  have any
                  Affiliates for purposes of this Agreement, including for purposes
                  of
                  Section 6(b)(ii).

              


      

      


      
        	 	
                (p)

              	
                Trust
                  Administrator’s
                  Capacity.
                  It is expressly understood and agreed by the parties hereto that
                  insofar
                  as this Confirmation is executed by the Trust
                  Administrator
                  (i) this Confirmation is executed and delivered by
                  Wells Fargo Bank, N.A.,
                  not in its individual capacity but solely as Trust
                  Administrator
                  pursuant to the Pooling and Servicing Agreement in the exercise
                  of the
                  powers and authority conferred and vested in it thereunder and
                  pursuant to
                  instruction set forth therein (ii) each of the representations,
                  undertakings and agreements herein made on behalf of the trust
                  is made and
                  intended not as a personal representation, undertaking or agreement
                  of the
                  Trust
                  Administrator
                  but is made and intended for the purpose of binding only the Counterparty,
                  and (iii) under no circumstances will Wells
                  Fargo Bank, N.A.,
                  in its individual capacity be personally liable for the payment
                  of any
                  indebtedness or expenses or be personally liable for the breach
                  or failure
                  of any obligation, representation, warranty or covenant made or
                  undertaken
                  under this Confirmation.

              


      

      


      
        	 	
                (q)

              	
                Trust
                  Administrator’s
                  Representation.
                  Wells
                  Fargo Bank, N.A.,
                  as Trust
                  Administrator,
                  represents and warrants that:

              


      

      


      It
        has
        been directed under the Pooling and Servicing Agreement to enter into this
        letter agreement as Trust
        Administrator
        on
        behalf of the Counterparty.

      


      


      
        	 	
                6)

              	
                Additional
                  Representations.
                  Section
                  3 is hereby amended, by substituting for the words “Section 3(f)” in the
                  introductory sentence thereof the words “Sections 3(f) and 3(i)” and by
                  adding, at the end thereof, the following Sections 3(g), 3(h) and
                  3(i):

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties.
                  

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  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.

              


      

      


      (2)    Evaluation
        and Understanding.
        

      


      Each
        Party is acting for its own account and has the capacity to evaluate (internally
        or through independent professional advice) the Transaction and has made
        its own
        decision to enter into the Transaction; it is not relying on any communication
        (written or oral) of the other party as investment advice or as a recommendation
        to enter into such transaction; it being understood that information and
        explanations related to the terms and conditions of such transaction shall
        not
        be considered investment advice or a recommendation to enter into such
        transaction. No communication (written or oral) received from the other party
        shall be deemed to be an assurance or guarantee as to the expected results
        of
        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
                  (and
                  does, in fact assume) those risks, financially and otherwise.
                  

              


      

      


      
        	 	
                (3)

              	
                Principal.
                  The
                  other party is not acting as a fiduciary or an advisor for it in
                  respect
                  of this Transaction.

              


      

      


      
        	 	
                (h)

              	
                Exclusion
                  from Commodities Exchange Act.
                  (A)
                  It is an “eligible contract participant” within the meaning of Section
                  1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement
                  and
                  each Transaction is subject to individual negotiation by such party;
                  and
                  (C) neither this Agreement nor any Transaction will be executed
                  or traded
                  on a “trading facility” within the meaning of Section 1a(33) of the
                  Commodity Exchange Act, as amended.

              


      

      


      
        	 	
                (i)

              	
                ERISA
                  (Pension Plans).
                  It
                  is not a pension plan or employee benefits plan and it is not using
                  assets
                  of any such plan or assets deemed to be assets of such a plan in
                  connection with this Transaction.

              


      

      


      
        	 	
                7)

              	
                Set-off.
                  Notwithstanding any provision of this Agreement or any other existing
                  or
                  future agreement (but without limiting the provisions of Section
                  2(c) and
                  Section 6, except as provided in the next sentence), each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  The
                  last sentence of the first paragraph of Section 6(e) shall not
                  apply for
                  purposes of this Transaction.

              


      

      


      
        	8)  	
                Additional
                  Termination Events.
                  The following Additional Termination Events will apply, in each
                  case with
                  respect to the BNY as the sole Affected Party:


              


      

      


      
        	(i)  	
                Downgrade.
                  BNY fails to comply with the Downgrade Provisions as set forth
                  in
                  Paragraph 4(9).

              


      

      


      
        	(ii)  	
                Provision
                  of Information Required by Regulation AB.
                  BNY shall fail to comply with the provisions of Paragraph 4(11)
                  below
                  within the time provided for therein. BNY shall be the sole Affected
                  Party.

              


      

      


      
        	 	
                9)

              	
                Provisions
                  Relating to Downgrade of BNY Debt Ratings.

              


      

      


      (i) For
        purposes of this Transaction: 

      


      
        	 	
                (a)

              	
                A
                  “Collateralization
                  Ratings Event”
                  shall occur with respect to BNY (or any applicable credit support
                  provider) if:

              


      

      


      
        	 	
                (x)

              	
                its
                  short-term unsecured and unsubordinated debt rating is reduced
                  to “P-1 on
                  watch for downgrade” or below, and its long-term unsecured and
                  unsubordinated debt is reduced to ”A1 on watch for downgrade” or below
                  (or, if it has no short-term unsecured and unsubordinated debt
                  rating, its
                  long term rating is reduced to “Aa3 on watch for downgrade” or below) by
                  Moody’s, or 

              


      

      


      
        	 	
                (y)

              	
                its
                  short-term unsecured and unsubordinated debt rating is reduced
                  below “A-1”
                  by S&P.

              


      

      


      Such
        ratings are referred to herein as the “Qualifying
        Ratings.”

      


      
        	 	
                (b)

              	
                A
                  “Ratings
                  Event”
                  shall occur with respect to BNY (or any applicable credit support
                  provider) if:

              


      

      


      
        	 	
                (x)

              	
                its
                  short-term unsecured and unsubordinated debt rating is withdrawn
                  or
                  reduced to “P-2” or below by Moody’s and its long-term unsecured and
                  unsubordinated debt is reduced to “A3” or below (or, if it has no
                  short-term unsecured and unsubordinated debt rating, its long term
                  rating
                  is reduced to “A2” or below) by Moody’s, or


              


      

      


      
        	 	
                (y)

              	
                its
                  long-term unsecured and unsubordinated debt rating is withdrawn
                  or reduced
                  below “BBB-” by S&P.

              


      

      


      For
        purposes of (a) and (b) above, such events include those occurring in connection
        with a merger, consolidation or other similar transaction by BNY or any
        applicable credit support provider, but they shall be deemed not to occur
        if,
        within 30 days thereafter (provided,
        that
        this
        shall not be construed to extend the period within which actions are to be
        taken
        as provided in Paragraph 4(9)(ii) below), each of Moody’s and S&P has
        reconfirmed the ratings of the Certificates, as applicable, which were in
        effect
        immediately prior thereto. For the avoidance of doubt, a downgrade of the
        rating
        on the Certificates could occur in the event that BNY does not post sufficient
        collateral.

      


      (ii)     (a)   Collateralization
        Ratings Event.
        If a
        Collateralization Ratings

      Event
        occurs with respect to BNY (or any applicable credit support provider), then
        BNY
        shall, at its own expense, within thirty (30) days of such Collateralization
        Ratings Event:

      


      
        	 	
                (w)

              	
                post
                  collateral under agreements and other instruments approved by the
                  Counterparty, such approval not to be unreasonably withheld, and
                  satisfactory to Moody’s and S&P, which will be sufficient to restore
                  the immediately prior ratings of the
                  Certificates,

              


      

      


      
        	 	
                (x)

              	
                assign
                  this Transaction to a third party, the ratings of the debt of which
                  (or
                  the ratings of the debt of the credit support provider of which)
                  meet or
                  exceed the Qualifying Ratings, on terms substantially similar to
                  this
                  Confirmation, which party is approved by the Counterparty, such
                  approval
                  not to be unreasonably withheld, 

              


      

      


      
        	 	
                (y)

              	
                obtain
                  a guaranty of, or a contingent agreement of, another person, the
                  ratings
                  of the debt of which (or the ratings of the debt of the credit
                  support
                  provider of which) meet or exceed the Qualifying Ratings, to honor
                  BNY’s
                  obligations under this Agreement, provided
                  that
                  such other person is approved by the Counterparty, such approval
                  not to be
                  unreasonably withheld, or

              


      

      


      
        	 	
                (z)

              	
                establish
                  any other arrangement approved by the Counterparty, such approval
                  not to
                  be unreasonably withheld and satisfactory to Moody’s and S&P which
                  will be sufficient to restore the immediately prior ratings of
                  their
                  Certificates. 

              


      

      


      
        	 	
                (b)

              	
                Ratings
                  Event.
                  If
                  a Ratings Event occurs with respect to BNY (or any applicable credit
                  support provider), then BNY shall, at its own expense, within ten
                  (10)
                  Business Days of such Ratings Event:


              


      

      


      
        	 	
                (x)

              	
                assign
                  this Transaction to a third party, the ratings of the debt of which
                  (or
                  the ratings of the debt of the credit support provider of which)
                  meet or
                  exceed the Qualifying Ratings, on terms substantially similar to
                  this
                  Confirmation, which party is approved by the Counterparty, such
                  approval
                  not to be unreasonably withheld,

              


      

      


      
        	 	
                (y)

              	
                obtain
                  a guaranty of, or a contingent agreement of, another person, the
                  ratings
                  of the debt of which (or the ratings of the debt of the credit
                  support
                  provider of which) meet or exceed the Qualifying Ratings, to honor
                  BNY’s
                  obligations under this Agreement, provided
                  that
                  such other person is approved by the Counterparty, such approval
                  not to be
                  unreasonably withheld, or

              


      

      


      
        	 	
                (z)

              	
                establish
                  any other arrangement approved by the Counterparty, such approval
                  not to
                  be unreasonably withheld and satisfactory to Moody’s and S&P which
                  will be sufficient to restore the immediately prior ratings of
                  their
                  Certificates.

              


      

      


      
        	 	
                10)

              	
                Additional
                  Provisions.
                  Notwithstanding the terms of Sections 5 and 6 of the ISDA Form
                  Master
                  Agreement, if Counterparty has satisfied its payment obligations
                  under
                  Section 2(a)(i) of the ISDA Form Master Agreement, then unless
                  BNY is
                  required pursuant to appropriate proceedings to return to Counterparty
                  or
                  otherwise returns to Counterparty upon demand of Counterparty any
                  portion
                  of such payment, (a) the occurrence of an event described in Section
                  5(a)
                  of the ISDA Form Master Agreement with respect to Counterparty
                  shall not
                  constitute an Event of Default or Potential Event of Default with
                  respect
                  to Counterparty as the Defaulting Party and (b) BNY shall be entitled
                  to
                  designate an Early Termination Date pursuant to Section 6 of the
                  ISDA Form
                  Master Agreement only as a result of a Termination Event set forth
                  in
                  either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form Master
                  Agreement with respect to BNY as the Affected Party or Section
                  5(b)(iii)
                  of the ISDA Form Master Agreement with respect to BNY as the Burdened
                  Party. For purposes of the Transaction to which this Agreement
                  relates,
                  Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form
                  Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer
                  Payment Date.

              


      

      


      
        	 	
                11)

              	
                Compliance
                  with Regulation AB.
                  (i) For purposes of Item 1115 of Subpart 229.1100 - Asset Backed
                  Securities (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123)
                  (“Regulation
                  AB”)
                  under the Securities Act of 1933, as amended, and the Securities Exchange
                  Act of 1934, as amended (the “Exchange
                  Act”),
                  as amended and interpreted by the Securities and Exchange Commission
                  and
                  its staff, if the Depositor or the Counterparty makes a determination,
                  acting reasonably and in good faith, that (x) the applicable “significance
                  percentage” with respect to this Agreement has been reached, and (y) it
                  has a reporting obligation under the Exchange Act, then BNY shall,
                  within
                  five (5) Business Days after notice to that effect, at its sole
                  expense,
                  take one of the following actions (each subject to satisfaction
                  of the
                  applicable requirements of the Rating Agencies): (1) provide (including,
                  if permitted by Regulation AB, provision by reference to reports
                  filed
                  pursuant to the Exchange Act or otherwise publicly available information):
                  (A) the financial data required by Item 301 of Regulation S-K (17
                  C.F.R.
                  §229.301), pursuant
                  to Item 1115(b)(1); (B)
                  financial statements meeting the requirements of Regulation S-X
                  (17 C.F.R.
                  §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05
                  and
                  Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through
                  210.11-03)), pursuant
                  to Item 1115(b)(2); or
                  (C) such other financial information as may at the time be required
                  or
                  permitted to be provided in satisfaction of the requirements of
                  Item
                  1115(b), together with accountants consents and/or a procedure
                  letter
                  relating thereto; or (2) secure another entity able to comply with
                  the
                  requirements of Item 1115(b) of Regulation AB to replace BNY as
                  party to
                  this Agreement, on substantially similar terms, the debt rating
                  of which
                  entity (or credit support provider therefor) meets or exceeds the
                  applicable requirements of the applicable Rating
                  Agencies.

              


      

      


      (ii) In
        the
        event that BNY provides financial data or financial statements in accordance
        with Paragraph 4(11)(i) above, BNY will indemnify and hold harmless the
        Depositor, its directors or officers and any person controlling the Depositor,
        from and against any and all losses, claims, damages and liabilities caused
        by
        any untrue statement or alleged untrue statement of a material fact contained
        therein or caused by any omission or alleged omission to state therein a
        material fact required to be stated therein or necessary to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading. The Depositor will indemnify and hold harmless BNY, its directors
        and officers and any person controlling BNY, from and against any and all
        losses, claims, damages and liabilities caused by any untrue statement or
        alleged untrue statement of a material fact contained in any offering materials
        filed with the Commission or delivered to investors in connection with the
        offering of the Certificates or any filing under the Exchange Act in respect
        of
        the Certificates (other than said financial information and the description
        of
        BNY provided by BNY for inclusion in such offering materials or filings),
        or
        caused by any omission or alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements therein,
        in
        light of the circumstances under which they were made, not misleading. The
        Depositor shall be an express third party beneficiary of, and assumes the
        obligations set forth in, this Paragraph 4(11) as if a party hereto to the
        extent of the Depositor’s rights and obligations explicitly specified
        herein.

      


      
        	 	
                12)
                  

              	
                BNY Payments
                  to be made to Trust
                  Administrator.
                  BNY will, unless otherwise directed by the Trust
                  Administrator,
                  make all payments hereunder to the Trust
                  Administrator.
                  Payment made to the Trust
                  Administrator
                  at
                  the account specified herein or to another account specified in
                  writing by
                  the Trust
                  Administrator
                  shall satisfy the payment obligations of BNY hereunder to the extent
                  of
                  such payment.

              


      

      


      5. Account
        Details and Settlement Information:

      


      Payments
        to BNY:

      


      The
        Bank
        of New York

      Derivative
        Products Support Department 

      32
        Old
        Slip, 16th
        Floor

      New
        York,
        New York 10286

      Attention:
        Renee Etheart

      ABA
        #021000018

      Account
        #890-0068-175

      Reference:
        Interest Rate Swap

      


      Payments
        to Counterparty:

      


      Wells
        Fargo Bank, N.A.

      ABA
        121-000-248

      Account
        Number 3970771416

      FFC:
        Fremont 2006-2 50915801 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      6.
        Counterparts.
        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.

      


      Please
        confirm that the foregoing correctly sets forth the terms of our agreement
        by
        executing this agreement and returning it via facsimile to Derivative Products
        Support Dept., Attn: Kenny Au-Yeung at 212-804-5818/5837. Once we receive
        this
        we will send you two original confirmations for execution.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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
                  BANK OF NEW YORK

              
	
                 

              	
                 

              
	
                By:

              	
                 

              
	
                Name:

              	
                 

              
	
                Title:

              	
                 

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      The
        Counterparty, acting through its duly authorized signatory, hereby agrees
        to,
        accepts and confirms the terms of the foregoing as of the Trade
        Date.

      


      


      WELLS
        FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS TRUST
        ADMINISTRATOR WITH RESPECT TO THE FREMONT HOME LOAN TRUST 2006-2, ASSET-BACKED
        CERTIFICATES, SERIES 2006-2

      


      


      
        	
                By:

              	
                 

              
	
                Name:

              	
                 

              
	
                Title:

              	
                 

              


      

      


      


      


      


      Solely
        for purposes of paragraph 4(11):

      FINANCIAL
        ASSET SECURITIES CORP.

      


      


      
        	
                By:

              	
                 

              
	
                Name:

              	
                 

              
	
                Title:

              	
                 

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        I

      


      


      All
        dates
        subject to adjustment in accordance with the Following Business Day

      Convention.

      


      
        	
                Accrual
                  Start Date

              	
                Accrual
                  End Date

              	
                Notional
                  Amount (in USD)

              	
                Cap
                  Rate

              
	
                28-Apr-06

              	
                25-May-06

              	
                $960,972,000

              	
                8.440660%

              
	
                25-May-06

              	
                25-Jun-06

              	
                $951,905,587

              	
                7.351750%

              
	
                25-Jun-06

              	
                25-Jul-06

              	
                $940,693,736

              	
                7.597110%

              
	
                25-Jul-06

              	
                25-Aug-06

              	
                $927,349,555

              	
                7.352410%

              
	
                25-Aug-06

              	
                25-Sep-06

              	
                $911,900,008

              	
                7.352860%

              
	
                25-Sep-06

              	
                25-Oct-06

              	
                $894,386,227

              	
                7.598510%

              
	
                25-Oct-06

              	
                25-Nov-06

              	
                $874,863,716

              	
                7.354040%

              
	
                25-Nov-06

              	
                25-Dec-06

              	
                $853,405,263

              	
                7.599940%

              
	
                25-Dec-06

              	
                25-Jan-07

              	
                $830,113,572

              	
                7.355600%

              
	
                25-Jan-07

              	
                25-Feb-07

              	
                $805,434,218

              	
                7.356200%

              
	
                25-Feb-07

              	
                25-Mar-07

              	
                $781,471,058

              	
                8.145030%

              


      

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        A

      


      ISSUER:
        FREMONT HOME LN TR 

      CUSIP
        NUMBER: 35729P QK 9 

      ISIN
        NUMBER: US35729PQK92 

      ISSUE
        DESCRIPTION: 2006-2 ASSET BKD CTF CL B- 144A 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QL 7 

      ISIN
        NUMBER: US35729PQL75 

      ISSUE
        DESCRIPTION: 2006-2 ASSET BKD CTF CL B- 144A 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QM 5 

      ISIN
        NUMBER: US35729PQM58 

      ISSUE
        DESCRIPTION: 2006-2 ASSET BKD CTF CL C 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QN 3 

      ISIN
        NUMBER: US35729PQN32 

      ISSUE
        DESCRIPTION: 2006-2 ASSET BKD CTF CL P 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QP 8 

      ISIN
        NUMBER: US35729PQP89 

      ISSUE
        DESCRIPTION: 2006-2 ASSET BKD CTF CL R 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QQ 6 

      ISIN
        NUMBER: US35729PQQ62 

      ISSUE
        DESCRIPTION: 2006-2 ASSET BKD CTF CL R-X 

      RATE:
        

      


      CUSIP
        NUMBER: 35729P PU 8 

      ISIN
        NUMBER: US35729PPU83 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL I-A-1 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P PV 6 

      ISIN
        NUMBER: US35729PPV66 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL II-A1 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P PW 4 

      ISIN
        NUMBER: US35729PPW40 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL II-A2 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P PX 2 

      ISIN
        NUMBER: US35729PPX23 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL II-A3 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P PY 0 

      ISIN
        NUMBER: US35729PPY06 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL II-A4 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P PZ 7 

      ISIN
        NUMBER: US35729PPZ70 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-1 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QA 1 

      ISIN
        NUMBER: US35729PQA11 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-2 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QB 9 

      ISIN
        NUMBER: US35729PQB93 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-3 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

       

      CUSIP
        NUMBER: 35729P QC 7 

      ISIN
        NUMBER: US35729PQC76 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-4 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QD 5 

      ISIN
        NUMBER: US35729PQD59 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-5 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QE 3 

      ISIN
        NUMBER: US35729PQE33 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-6 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QF 0 

      ISIN
        NUMBER: US35729PQF08 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-7 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QG 8 

      ISIN
        NUMBER: US35729PQG80 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-8 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QH 6 

      ISIN
        NUMBER: US35729PQH63 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-9 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036 

      


      CUSIP
        NUMBER: 35729P QJ 2 

      ISIN
        NUMBER: US35729PQJ20 

      ISSUE
        DESCRIPTION: 2006-2 MTG PASSTHRU CTF CL M-10 FLTG RATE 

      RATE:
        

      MATURITY:
        02/25/2036

      MATURITY:
        02/25/2036

    

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      P

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    **SEND
      TO WELLS FARGO VIA FAX TO 410-715-2380 AND VIA EMAIL TO
      cts.sec.notifications@wellsfargo.com AND VIA OVERNIGHT MAIL TO THE ADDRESS
      IMMEDIATELY BELOW. SEND TO THE DEPOSITOR AT THE ADDRESS
      BELOW**

    


     

    Wells
      Fargo Bank, N.A. as Trust Administrator 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06080

     

    Attn:
      Corporate Trust Services - Fremont Home Loan Trust 2006-2-SEC REPORT
      PROCESSING

     

    RE:
      **Additional Form [ ] Disclosure**Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [ ] of the Pooling and Servicing Agreement, dated as
      of
      April 1, 2006, among the Depositor, Fremont Investment & Loan as servicer
      (the “Servicer”), Wells Fargo Bank, N.A. as master servicer and trust
      administrator (the “Master Servicer” and “Trust Administrator”), and Deutsche
      Bank National Trust Company, a national banking association, as trustee (the
      “Trustee”). The Undersigned, as [ ], hereby notifies you that certain events
      have come to our attention that [will][may] need to be disclosed on Form [
      ].

     

    Description
      of Additional Form [ ] Disclosure:

     

    


    List
      of
      Any Attachments hereto to be included in the Additional Form [ ]
      Disclosure:

     

     

    Any
      inquiries related to this notification should be directed to [ ], phone number:
      [ ]; email address: [ ].

     

    [NAME
      OF
      PARTY]

    as
      [role]

     

    By:
      __________________

    Name:

    Title: 

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




    EXHIBIT
      Q

     

    FORM
      OF
      INTEREST RATE SWAP AGREEMENT

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        

         

      

      


      


      Dated:
        April 28, 2006

      


      Rate
        Swap Transaction

      


      Re:
        BNY
        Reference No. 37730

      


      Ladies
        and Gentlemen:

      


      The
        purpose of this letter agreement (“Agreement”)
        is to
        confirm the terms and conditions of the rate Cap Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between The Bank of New York (“BNY”),
        a
        trust company duly organized and existing under the laws of the State of
        New
        York, and Wells Fargo Bank, N.A., not in its individual capacity, but solely
        as
        supplemental interest trust trustee for the supplemental interest trust with
        respect to the Fremont Home Loan Trust 2006-2, Asset-Backed Certificates,
        Series
        2006-2 (in such capacity, the “Supplemental
        Interest Trust Trustee”
or
        the
“Counterparty”),
        under
        the Pooling and Servicing Agreement, dated as of April 1, 2006, among Financial
        Asset Securities Corp. as depositor (the “Depositor”),
        Fremont Investment & Loan as servicer (the “Servicer”),
        Wells
        Fargo Bank, N.A. as master servicer (the “Master
        Servicer”),
        and
        Deutsche Bank National Trust Company as Trustee (the “Trustee”) (the
        “Pooling
        and Servicing Agreement”).
        This
        Agreement, which evidences a complete and binding agreement between you and
        us
        to enter into the Transaction on the terms set forth below, constitutes a
        “Confirmation”
as
        referred to in the “ISDA
        Form Master Agreement”
(as
        defined below), as well as a “Schedule” as referred to in the ISDA Form Master
        Agreement.

      


      1. Form
        of Agreement.
        This
        Agreement is subject to the 2000
        ISDA Definitions (the
        “Definitions”),
        as
        published by the International Swaps and Derivatives Association, Inc.
        (“ISDA”).
        You
        and we have agreed to enter into this Agreement in lieu of negotiating a
        Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form
        (the “ISDA
        Form Master Agreement”).
        An
        ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph
        4 of
        this Confirmation (the “Master
        Agreement”),
        shall
        be deemed to have been executed by you and us on the date we entered into
        the
        Transaction. Except as otherwise specified, references herein to Sections
        shall
        be to Sections of the Master Agreement, and references to Paragraphs shall
        be to
        paragraphs of this Agreement. In the event of any inconsistency between the
        provisions of this Agreement and the Definitions or the Master Agreement,
        this
        Agreement shall prevail for purposes of the Transaction. Capitalized terms
        not
        otherwise defined herein or in the Definitions or the Master Agreement shall
        have the meaning defined for such term in the Pooling and Servicing
        Agreement.

      


      
        	
                2.

              	
                Certain
                  Terms.
                  The terms of the particular Transaction to which this Confirmation
                  relates
                  are as follows:

              


      

      


      
        	
                Type
                  of Transaction:

              	
                Rate
                  Swap

              
	 	 
	
                Notional
                  Amount:

              	
                With
                  respect to any Calculation Period the amount set forth for such
                  period on
                  Schedule I attached hereto. 

              
	 	 
	
                Trade
                  Date:

              	
                April
                  20, 2006

              
	 	 
	
                Termination
                  Date:

              	
                July
                  25, 2009, subject to adjustment in accordance with the Following
                  Business
                  Day Convention.

              


      

      


      FIXED
        AMOUNTS

      


      
        	
                Fixed
                  Rate Payer:

              	
                Counterparty

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Effective
                  Date:

              	
                March
                  25, 2007

              
	 	 
	
                Fixed
                  Rate:

              	
                5.20%

              
	 	 
	
                Fixed
                  Rate Day Count

              	 
	
                Fraction:

              	
                30/360

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Period
                  End Dates:

              	
                The
                  25th
                  day of each month, beginning on April 25, 2007 and ending on the
                  Termination Date, No Adjustment.

              
	
                Fixed
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. The Fixed Rate Payer Payment Date
                  shall be
                  one (1) Business Day preceding each Fixed Rate Payer Period End
                  Date.

              
	 	 
	
                Fixed
                  Amount:

              	
                To
                  be determined in accordance with the following formula: 250 * Fixed
                  Rate *
                  Notional Amount * Fixed Rate Day Count
                  Fraction.

              


      

      


      FLOATING
        AMOUNTS

      


      
        	
                Floating
                  Rate Payer:

              	
                BNY

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Effective
                  Date:

              	
                March
                  26, 2007

              
	 	 
	
                Floating
                  Rate for initial

              	 
	
                Calculation
                  Period:

              	
                To
                  be determined

              
	 	 
	
                Floating
                  Rate Day Count

              	 
	
                Fraction:

              	
                Actual/360

              
	 	 
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              


      

      


      
        	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 
	
                Spread:

              	
                Inapplicable

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Period
                  End Dates:

              	
                The
                  25th
                  day of each month, beginning on April 25, 2007 and ending on the
                  Termination Date, subject to adjustment in accordance with the
                  Following
                  Business Day Convention.

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                Early
                  Payment shall be applicable. The Floating Rate Payer Payment Date
                  shall be
                  one (1) Business Day preceding each Floating Rate Payer Period
                  End
                  Date.

              
	 	 
	
                Floating
                  Amount:

              	
                To
                  be determined in accordance with the following formula:

              
	 	
                250
                  * Floating Rate Option * Notional Amount * Floating Rate Day Count
                  Fraction.

              
	 	 
	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period or Compounding Period, if
                  Compounding
                  is applicable.

              
	 	 
	
                Compounding:

              	
                Inapplicable

              
	 	 
	
                Business
                  Days for Payments

              	 
	
                By
                  both parties:

              	
                New
                  York 

              
	 	 
	
                Calculation
                  Agent:

              	
                BNY

              
	 	 
	
                Additional
                  Payment:

              	
                Counterparty
                  shall pay BNY USD 261,924.00 for value April 28,
                  2006

              


      

      


      3. Additional
        Provisions:
        

      


      1) Reliance.
        Each
        party hereto is hereby advised and acknowledges 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. 

      


      2) Transfer,
        Amendment and Assignment.
        No
        transfer, amendment, waiver, supplement, assignment or other modification
        of
        this Transaction shall be permitted by either party unless each of Standard
        & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc
        (“S&P”)
        and
        Moody’s Investors Service, Inc. (“Moody’s”),
        has
        been provided notice of the same and confirms in writing (including by facsimile
        transmission) that it will not downgrade, qualify, withdraw or otherwise
        modify
        its then-current ratings on the Certificates issued under the Pooling and
        Servicing Agreement (the “Certificates”).

      


      
        	
                4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the Master
                  Agreement:

              


      

      


      
        	1)  	
                The
                  parties agree that subparagraph (ii) of Section 2(c) of the ISDA
                  Form
                  Master Agreement will apply to this
                  Transaction.

              


      

      


      
        	 	
                2)  
                  

              	
                Termination
                  Provisions.
                  For purposes of the Master
                  Agreement:

              


      

      


      
        	
                (a)

              	
                “Specified
                  Entity”
                  is not applicable to BNY or the Counterparty for any purpose.
                  

              
	 	 
	
                (b)

              	
                The
                  “Breach
                  of Agreement”
                  provision of Section 5(a)(ii) will not apply to BNY or the
                  Counterparty.

              
	 	 
	
                (c)

              	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will not apply to BNY (except with
                  respect
                  to credit support furnished pursuant to Paragraph 4 (9) below)
                  or the
                  Counterparty.

              
	 	 
	
                (d)

              	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will not apply to BNY or the
                  Counterparty.

              
	 	 
	
                (e)

              	
                “Default
                  under Specified Transaction”
                  is not applicable to BNY or the Counterparty for any purpose, and,
                  accordingly, Section 5(a)(v) shall not apply to BNY or the
                  Counterparty.

              
	 	 
	
                (f)

              	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will not apply to BNY or to the
                  Counterparty.

              
	 	 
	
                (g)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii)(2) will not apply to the Counterparty;
                  the
                  words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include
                  the Trustee; and with respect to Counterparty only the words “specifically
                  authorized ” are inserted before the word “action” in Section
                  5(a)(vii)(9).

              
	 	 
	
                (h)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to BNY or the
                  Counterparty.

              
	 	 
	
                (i)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to BNY or to the
                  Counterparty.

              
	 	 
	
                (j)

              	
                Payments
                  on Early Termination.
                  For the purpose of Section 6(e):

              


      

      


      
        	
                (i)

              	
                Market
                  Quotation will apply.

                 

              
	
                (ii)

              	
                The
                  Second Method will apply. 

              


      

      


      
        	
                (k)

              	
                “Termination
                  Currency”
                  means United States Dollars. 

              


      

      


      


      3) Tax
        Representations. 

      


      
        	 	
                (a)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e), BNY and the Counterparty make
                  the
                  following representations:

              


      

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the
        other party under this Agreement. In making this representation, it may rely
        on:


      


      
        	
                (i)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f);

              
	 	 
	
                (ii)

              	
                the
                  satisfaction of the agreement contained in Section 4 (a)(i) or
                  4(a)(iii)
                  and the accuracy and effectiveness of any document provided by
                  the other
                  party pursuant to Section 4 (a)(i) or 4(a)(iii); and

              
	 	 
	
                (iii)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d), 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
                  of its legal or commercial position.


              


      

      


      
        	 	
                (b)

              	
                Payee
                  Representations.
                  For the purpose of Section 3(f), BNY and the Counterparty make
                  the
                  following representations.

              


      

       

      (i)    The
        following representation will apply to BNY: 

      


      (x)
        It is
        a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the
        United States Treasury Regulations) for United States federal income tax
        purposes, (y) it is a trust company duly organized and existing under the
        laws
        of the State of New York, and (y) its U.S. taxpayer identification number
        is
        135160382. 

      


      (ii)    The
        following representation will apply to the Counterparty:

      


      The
        beneficial owner of the payments made to it under this 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.

      


      4) Documents
        to be delivered. For the purpose of Section 4(a):

      


      (a) Tax
        forms, documents or certificates to be delivered are:

      


       

       

      

        
          	
                  Party
                    required to deliver document

                	
                  Form/Document/
                    Certificate

                	
                  Date
                    by which to be delivered

                	
                  Covered
                    by Section 3(d) Representation

                
	
                  BNY
                    and Counterparty

                	
                  Any
                    document required or
                    reasonably requested to allow the other party to make payments
                    under this
                    Agreement without any deduction or withholding for or on the
                    account of
                    any tax. 

                	
                  Promptly
                    after the earlier of (i) reasonable demand by either party or
                    (ii)
                    learning that such form or document is required 

                	
                  Yes

                


        

         

      

      (b) Other
        documents to be delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                Form/Document/
                  Certificate

              	
                Date
                  by which to be delivered

              	
                Covered
                  by Section 3(d) Representation

              
	
                BNY
                  

              	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing this
                  Agreement, any relevant Credit Support Document, or any Confirmation,
                  as
                  the case may be.

                 

              	
                Upon
                  the execution and delivery of this Agreement 

              	
                Yes

              
	
                Counterparty
                  

              	
                (i)
                  a copy of the executed Pooling and Servicing Agreement, and (ii)
                  an
                  incumbency certificate verifying the true signatures and authority
                  of the
                  person or persons signing this letter agreement on behalf of the
                  Counterparty.

                 

              	
                Upon
                  the execution and delivery of this Agreement 

              	
                Yes

              
	
                BNY

              	
                A
                  copy of the most recent publicly available regulatory call
                  report.

                 

              	
                Promptly
                  after request by the other party

              	
                Yes

              
	
                BNY

              	
                Legal
                  Opinion as to enforceability of this Agreement.

              	
                Upon
                  the execution and delivery of this Agreement.

              	
                Yes

              
	
                Counterparty

              	
                Certified
                  copy of the Board of Directors resolution (or equivalent authorizing
                  documentation) which sets forth the authority of each signatory
                  to the
                  Confirmation signing on its behalf and the authority of such party
                  to
                  enter into Transactions contemplated and performance of its obligations
                  hereunder.

              	
                Upon
                  the execution and delivery of this Agreement.

              	
                Yes

              


      

      


      5)
         Miscellaneous.
        

      


      
        	 	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a):

              


      

      


      Address
        for notices or communications to BNY:

      


      The
        Bank
        of New York

      Swaps
        and
        Derivative Products Group

      Global
        Market Division

      32
        Old
        Slip 15th Floor

      New
        York,
        New York 10286

      Attention:
        Steve Lawler

      


      with
        a
        copy to:

      


      The
        Bank
        of New York

      Swaps
        and
        Derivative Products Group

      32
        Old
        Slip 16th Floor

      New
        York,
        New York 10286

      Attention:
        Andrew Schwartz

      Tele:
        212-804-5103

      Fax:
        212-804-5818/5837

      


      (For
        all
        purposes)

      


      Address
        for notices or communications to the Counterparty:

      


      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045-1951

      Attn:
        Client Manager-Fremont 2006-2

      Tele:
        410-884-2000

      Fax:
        410-715-2380

      


      (b)  
           Process
        Agent.
        For the
        purpose of Section 13(c):

      


      BNY
        appoints as its Process Agent:  Not
        Applicable

       

      The
        Counterparty appoints as its Process Agent: Not
        Applicable

      


      
        	 	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will not apply to this Agreement;
                  neither
                  BNY nor the Counterparty have any Offices other than as set forth
                  in the
                  Notices Section and BNY agrees that, for purposes of Section 6(b),
                  it
                  shall not in future have any Office other than one in the United
                  States.

              


      

      


      
        	 	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c):

              


      

      


      BNY
        is
        not a Multibranch Party.

       

      The
        Counterparty is not a Multibranch Party.

      


      
        	 	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is BNY.

              


      

      


      (f)   Credit
        Support Document. Not
        applicable for either BNY (except with respect to credit support furnished
        pursuant to Paragraph 9) or the Counterparty.

      


      
        	 	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      
        	
                BNY:

              	
                Not
                  Applicable (except with respect to credit support furnished pursuant
                  to
                  Paragraph 9)

              
	
                Counterparty:

              	
                Not
                  Applicable

              
	 	 


      

      
        	 	
                (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
                  conflict of law provisions thereof other than New York General
                  Obligations
                  Law Sections 5-1401 and 5-1402.

              


      

      


      
        	 	
                (i)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) for any reason,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties. 

              


      

      


      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.

      


      
        	 	
                (j)

              	
                Recording
                  of Conversations.
                  Each party (i) consents to the recording of telephone conversations
                  between the trading, marketing and other relevant personnel of
                  the parties
                  in connection with this Agreement or any potential Transaction,
                  (ii)
                  agrees to obtain any necessary consent of, and give any necessary
                  notice
                  of such recording to, its relevant personnel and (iii) agrees,
                  to the
                  extent permitted by applicable law, that recordings may be submitted
                  in
                  evidence in any Proceedings.

              


      

      


      
        	 	
                (k)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any Proceedings relating to this Agreement or any Credit Support
                  Document.
                  

              


      

      


      
        	 	
                (l)
                  

              	
                Non-Recourse.
                  Notwithstanding any provision herein or in the Master Agreement
                  to the
                  contrary, the obligations of the Counterparty hereunder are limited
                  recourse obligations of the Counterparty, payable solely from the
                  Swap
                  Account and the proceeds thereof to satisfy the Counterparty's
                  obligations
                  hereunder. In the event that the Swap Account and proceeds thereof
                  should
                  be insufficient to satisfy all claims outstanding and following
                  the
                  realization of the Swap Account and the distribution of the proceeds
                  thereof in accordance with the Pooling and Servicing Agreement,
                  any claims
                  against or obligations of the Counterparty under the Master Agreement
                  or
                  any other confirmation thereunder, still outstanding shall be extinguished
                  and thereafter not revive. This provision shall survive the expiration
                  of
                  this Agreement.

              


      

      


      
        	 	
                (m)

              	
                Limitation
                  on Institution of Bankruptcy Proceedings.
                  BNY shall not institute against or cause any other person to institute
                  against, or join any other person in instituting against the Counterparty,
                  any bankruptcy, reorganization, arrangement, insolvency or liquidation
                  proceedings, under any of the laws of the United States or any
                  other
                  jurisdiction, for a period of one year and one day (or, if longer,
                  the
                  applicable preference period) following indefeasible payment in
                  full of
                  the Certificates. This provision shall survive the expiration of
                  this
                  Agreement.

              


      

      


      
        	 	
                (n)

              	
                Remedy
                  of Failure to Pay or Deliver.
                  The ISDA Form Master Agreement is hereby amended by replacing the
                  word
                  “third” in the third line of Section 5(a)(i) by the word
                  “second”.

              


      

      


      
        	 	
                (o)

              	
                “Affiliate”
                  will have the meaning specified in Section 14 of the ISDA Form
                  Master
                  Agreement, provided that the Counterparty shall be deemed not to
                  have any
                  Affiliates for purposes of this Agreement, including for purposes
                  of
                  Section 6(b)(ii).

              


      

      


      
        	 	
                (p)

              	
                Supplemental
                  Interest Trust Trustee’s
                  Capacity.
                  It is expressly understood and agreed by the parties hereto that
                  insofar
                  as this Confirmation is executed by the Supplemental Interest Trust
                  Trustee
                  (i) this Confirmation is executed and delivered by
                  Wells Fargo Bank, N.A.,
                  not in its individual capacity but solely as Supplemental Interest
                  Trust
                  Trustee
                  pursuant to the Pooling and Servicing Agreement in the exercise
                  of the
                  powers and authority conferred and vested in it thereunder and
                  pursuant to
                  instruction set forth therein (ii) each of the representations,
                  undertakings and agreements herein made on behalf of the trust
                  is made and
                  intended not as a personal representation, undertaking or agreement
                  of the
                  Supplemental Interest Trust Trustee
                  but is made and intended for the purpose of binding only the Counterparty,
                  and (iii) under no circumstances will Wells
                  Fargo Bank, N.A.,
                  in its individual capacity be personally liable for the payment
                  of any
                  indebtedness or expenses or be personally liable for the breach
                  or failure
                  of any obligation, representation, warranty or covenant made or
                  undertaken
                  under this Confirmation.

              


      

      


      
        	 	
                (q)

              	
                Supplemental
                  Interest Trust Trustee’s
                  Representation.
                  Wells
                  Fargo Bank, N.A.,
                  as Supplemental Interest Trust Trustee,
                  represents and warrants that:

              


      

      


      It
        has
        been directed under the Pooling and Servicing Agreement to enter into this
        letter agreement as Supplemental Interest Trust Trustee
        on
        behalf of the Counterparty.

      


      
        	 	
                (r)

              	
                Amendment
                  to Pooling and Servicing Agreement.
                  Notwithstanding any provisions to the contrary in the Pooling and
                  Servicing Agreement, none of the Depositor, the Trust Administrator
                  or the
                  Trustee
                  shall enter into any amendment thereto which could have a material
                  adverse
                  affect on BNY without the prior written consent of
                  BNY.

              


      

      


      
        	 	
                6)

              	
                Additional
                  Representations.
                  Section
                  3 is hereby amended, by substituting for the words “Section 3(f)” in the
                  introductory sentence thereof the words “Sections 3(f) and 3(i)” and by
                  adding, at the end thereof, the following Sections 3(g), 3(h) and
                  3(i):

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties.
                  

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  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.

              


      

      


      (2)  
Evaluation
        and Understanding.
        

      


      


      
        	 	
                (i)
                  

              	
                Each
                  Party is acting for its own account and has the capacity to evaluate
                  (internally or through independent professional advice) the Transaction
                  and has made its own decision to enter into the Transaction; it
                  is not
                  relying on any communication (written or oral) of the other party
                  as
                  investment advice or as a recommendation to enter into such transaction;
                  it being understood that information and explanations related to
                  the terms
                  and conditions of such transaction shall not be considered investment
                  advice or a recommendation to enter into such transaction. No
                  communication (written or oral) received from the other party shall
                  be
                  deemed to be an assurance or guarantee as to the expected results
                  of the
                  transaction; and

              


      

      


      
        	 	
                (ii)

              	
                Each
                  Party understands the terms, conditions and risks of the Transaction
                  and
                  is willing and able to accept those terms and conditions and to
                  assume
                  (and does, in fact assume) those risks, financially and otherwise.
                  

              


      

      


      
        	 	
                (3)

              	
                Principal.
                  The
                  other party is not acting as a fiduciary or an advisor for it in
                  respect
                  of this Transaction.

              


      

      


      
        	 	
                (h)

              	
                Exclusion
                  from Commodities Exchange Act.
                  (A)
                  It is an “eligible contract participant” within the meaning of Section
                  1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement
                  and
                  each Transaction is subject to individual negotiation by such party;
                  and
                  (C) neither this Agreement nor any Transaction will be executed
                  or traded
                  on a “trading facility” within the meaning of Section 1a(33) of the
                  Commodity Exchange Act, as amended.

              


      

      


      
        	 	
                (i)

              	
                ERISA
                  (Pension Plans).
                  It
                  is not a pension plan or employee benefits plan and it is not using
                  assets
                  of any such plan or assets deemed to be assets of such a plan in
                  connection with this Transaction.

              


      

      


      
        	 	
                7)

              	
                Set-off.
                  Notwithstanding any provision of this Agreement or any other existing
                  or
                  future agreement (but without limiting the provisions of Section
                  2(c) and
                  Section 6, except as provided in the next sentence), each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  The
                  last sentence of the first paragraph of Section 6(e) shall not
                  apply for
                  purposes of this Transaction.

              


      

      


      
        	   
                8)  	
                Additional
                  Termination Events.
                  The following Additional Termination Events will apply, in each
                  case with
                  respect to the Counterparty as the sole Affected Party (unless
                  otherwise
                  provided below): 

              


      

      


      
        	(i)  	
                Downgrade.
                  BNY fails to comply with the Downgrade Provisions as set forth
                  in
                  Paragraph 4(9). BNY shall be the sole Affected
                  Party.

              


      

      


      
        	(ii)  	
                Termination
                  of Trust Fund.
                  The Trust Fund shall be terminated pursuant to any provision of
                  the
                  Pooling and Servicing Agreement. The Early Termination Date shall
                  be the
                  Distribution Date upon which final payment is made in respect of
                  the
                  Certificates; provided, further, that notwithstanding Section 6(b)(iv)
                  of
                  the Master Agreement, both BNY and Counterparty shall have the
                  right to
                  designate an Early Termination Date in respect of this Additional
                  Termination Event.

              


      

      


      
        	(iii)  	
                Inability
                  to Pay Class
                  A Certificates. The Trustee is unable to pay the Class A Certificates
                  or
                  fails or admits in writing its inability to pay the Class A Certificates
                  as they become due.

              


      

       

      
        	(iv)  	
                Amendment
                  without Consent.
                  The Trustee permits the Pooling and Servicing Agreement to be amended
                  in a
                  manner which could have a material adverse affect on BNY without
                  first
                  obtaining the prior written consent of BNY, where such consent
                  is required
                  under the Pooling and Servicing
                  Agreement.

              


      

      


      
        	(v)  	
                Provision
                  of Information Required by Regulation AB.
                  BNY shall fail to comply with the provisions of Paragraph 4(11)
                  below
                  within the time provided for therein. BNY shall be the sole Affected
                  Party.

              


      

      


      
        	 	
                9)

              	
                Provisions
                  Relating to Downgrade of BNY Debt Ratings.

              


      

      


      (i) For
        purposes of this Transaction: 

      


      
        	 	
                (a)

              	
                A
                  “Collateralization
                  Ratings Event”
                  shall occur with respect to BNY (or any applicable credit support
                  provider) if:

              


      

      


      
        	 	
                (x)

              	
                its
                  short-term unsecured and unsubordinated debt rating is reduced
                  to “P-1 on
                  watch for downgrade” or below, and its long-term unsecured and
                  unsubordinated debt is reduced to ”A1 on watch for downgrade” or below
                  (or, if it has no short-term unsecured and unsubordinated debt
                  rating, its
                  long term rating is reduced to “Aa3 on watch for downgrade” or below) by
                  Moody’s, or 

              


      

      


      
        	 	
                (y)

              	
                its
                  short-term unsecured and unsubordinated debt rating is reduced
                  below “A-1”
                  by S&P.

              


      

      


      Such
        ratings are referred to herein as the “Qualifying
        Ratings.”

      


      
        	 	
                (b)

              	
                A
                  “Ratings
                  Event”
                  shall occur with respect to BNY (or any applicable credit support
                  provider) if:

              


      

      


      
        	 	
                (x)

              	
                its
                  short-term unsecured and unsubordinated debt rating is withdrawn
                  or
                  reduced to “P-2” or below by Moody’s and its long-term unsecured and
                  unsubordinated debt is reduced to “A3” or below (or, if it has no
                  short-term unsecured and unsubordinated debt rating, its long term
                  rating
                  is reduced to “A2” or below) by Moody’s, or


              


      

      


      
        	 	
                (y)

              	
                its
                  long-term unsecured and unsubordinated debt rating is withdrawn
                  or reduced
                  below “BBB-” by S&P.

              


      

      


      For
        purposes of (a) and (b) above, such events include those occurring in connection
        with a merger, consolidation or other similar transaction by BNY or any
        applicable credit support provider, but they shall be deemed not to occur
        if,
        within 30 days thereafter (provided,
        that
        this
        shall not be construed to extend the period within which actions are to be
        taken
        as provided in Paragraph 4(9)(ii) below), each of Moody’s and S&P has
        reconfirmed the ratings of the Certificates, as applicable, which were in
        effect
        immediately prior thereto. For the avoidance of doubt, a downgrade of the
        rating
        on the Certificates could occur in the event that BNY does not post sufficient
        collateral.

      


      
        	 	
                (c)

              	
                “Rating
                  Agency Condition”
                  means, with respect to any particular proposed act or omission
                  to act
                  hereunder, that the Trustee
                  shall have received prior written confirmation from each of Moody’s and
                  S&P, and shall have provided notice thereof to BNY, that the proposed
                  action or inaction would not cause a downgrade or withdrawal of
                  their
                  then-current ratings of the
                  Certificates.

              


      

      


      
        	 	
                (ii)

              	
                Subject,
                  in each case set forth in (a) and (b) below, to satisfaction of
                  the Rating
                  Agency Condition:

              


      

      


      
        	 	
                (a)

              	
                Collateralization
                  Ratings Event.
                  If
                  a Collateralization Ratings Event occurs with respect to BNY (or
                  any
                  applicable credit support provider), then BNY shall, at its own
                  expense,
                  within thirty (30) days of such Collateralization Ratings
                  Event:

              


      

      


      
        	 	
                (w)

              	
                post
                  collateral under agreements and other instruments approved by the
                  Counterparty, such approval not to be unreasonably withheld, and
                  satisfactory to Moody’s and S&P, which will be sufficient to restore
                  the immediately prior ratings of the
                  Certificates,

              


      

      


      
        	 	
                (x)

              	
                assign
                  this Transaction to a third party, the ratings of the debt of which
                  (or
                  the ratings of the debt of the credit support provider of which)
                  meet or
                  exceed the Qualifying Ratings, on terms substantially similar to
                  this
                  Confirmation, which party is approved by the Counterparty, such
                  approval
                  not to be unreasonably withheld, 

              


      

      


      
        	 	
                (y)

              	
                obtain
                  a guaranty of, or a contingent agreement of, another person, the
                  ratings
                  of the debt of which (or the ratings of the debt of the credit
                  support
                  provider of which) meet or exceed the Qualifying Ratings, to honor
                  BNY’s
                  obligations under this Agreement, provided
                  that
                  such other person is approved by the Counterparty, such approval
                  not to be
                  unreasonably withheld, or

              


      

      


      
        	 	
                (z)

              	
                establish
                  any other arrangement approved by the Counterparty, such approval
                  not to
                  be unreasonably withheld and satisfactory to Moody’s and S&P which
                  will be sufficient to restore the immediately prior ratings of
                  their
                  Certificates. 

              


      

      


      
        	 	
                (b)

              	
                Ratings
                  Event.
                  If
                  a Ratings Event occurs with respect to BNY (or any applicable credit
                  support provider), then BNY shall, at its own expense, within ten
                  (10)
                  Business Days of such Ratings Event:


              


      

      


      
        	 	
                (x)

              	
                assign
                  this Transaction to a third party, the ratings of the debt of which
                  (or
                  the ratings of the debt of the credit support provider of which)
                  meet or
                  exceed the Qualifying Ratings, on terms substantially similar to
                  this
                  Confirmation, which party is approved by the Counterparty, such
                  approval
                  not to be unreasonably withheld,

              


      

      


      
        	 	
                (y)

              	
                obtain
                  a guaranty of, or a contingent agreement of, another person, the
                  ratings
                  of the debt of which (or the ratings of the debt of the credit
                  support
                  provider of which) meet or exceed the Qualifying Ratings, to honor
                  BNY’s
                  obligations under this Agreement, provided
                  that
                  such other person is approved by the Counterparty, such approval
                  not to be
                  unreasonably withheld, or

              


      

      


      
        	 	
                (z)

              	
                establish
                  any other arrangement approved by the Counterparty, such approval
                  not to
                  be unreasonably withheld and satisfactory to Moody’s and S&P which
                  will be sufficient to restore the immediately prior ratings of
                  their
                  Certificates.

              


      

      


      
        	 	
                10)
                  

              	
                BNY Payments
                  to be made to Supplemental Interest Trust Trustee.
                  BNY will, unless otherwise directed by the Supplemental Interest
                  Trust
                  Trustee,
                  make all payments hereunder to the Supplemental Interest Trust
                  Trustee.
                  Payment made to the Supplemental Interest Trust Trustee
                  at
                  the account specified herein or to another account specified in
                  writing by
                  the Supplemental Interest Trust Trustee
                  shall satisfy the payment obligations of BNY hereunder to the extent
                  of
                  such payment.

              


      

      


      
        	 	
                11)

              	
                Compliance
                  with Regulation AB.
                  (i) For purposes of Item 1115 of Subpart 229.1100 - Asset Backed
                  Securities (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123)
                  (“Regulation
                  AB”)
                  under the Securities Act of 1933, as amended, and the Securities
                  Exchange
                  Act of 1934, as amended (the “Exchange
                  Act”),
                  as amended and interpreted by the Securities and Exchange Commission
                  and
                  its staff, if the Depositor or the Counterparty makes a determination,
                  acting reasonably and in good faith, that (x) the applicable “significance
                  percentage” with respect to this Agreement has been reached, and (y) it
                  has a reporting obligation under the Exchange Act, then BNY shall,
                  within
                  five (5) Business Days after notice to that effect, at its sole
                  expense,
                  take one of the following actions (each subject to satisfaction
                  of the
                  applicable requirements of the Rating Agencies): (1) provide (including,
                  if permitted by Regulation AB, provision by reference to reports
                  filed
                  pursuant to the Exchange Act or otherwise publicly available information):
                  (A) the financial data required by Item 301 of Regulation S-K (17
                  C.F.R.
                  §229.301), pursuant
                  to Item 1115(b)(1); (B)
                  financial statements meeting the requirements of Regulation S-X
                  (17 C.F.R.
                  §§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05
                  and
                  Article 11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through
                  210.11-03)), pursuant
                  to Item 1115(b)(2); or
                  (C) such other financial information as may at the time be required
                  or
                  permitted to be provided in satisfaction of the requirements of
                  Item
                  1115(b), together with accountants consents and/or a procedure
                  letter
                  relating thereto; or (2) secure another entity able to comply with
                  the
                  requirements of Item 1115(b) of Regulation AB to replace BNY as
                  party to
                  this Agreement, on substantially similar terms, the debt rating
                  of which
                  entity (or credit support provider therefor) meets or exceeds the
                  applicable requirements of the applicable Rating
                  Agencies.

              


      

      


      (ii) In
        the
        event that BNY provides financial data or financial statements in accordance
        with Paragraph 4(11)(i) above, BNY will indemnify and hold harmless the
        Depositor, its directors or officers and any person controlling the Depositor,
        from and against any and all losses, claims, damages and liabilities caused
        by
        any untrue statement or alleged untrue statement of a material fact contained
        therein or caused by any omission or alleged omission to state therein a
        material fact required to be stated therein or necessary to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading. The Depositor will indemnify and hold harmless BNY, its directors
        and officers and any person controlling BNY, from and against any and all
        losses, claims, damages and liabilities caused by any untrue statement or
        alleged untrue statement of a material fact contained in any offering materials
        filed with the Commission or delivered to investors in connection with the
        offering of the Certificates or any filing under the Exchange Act in respect
        of
        the Certificates (other than said financial information and the description
        of
        BNY provided by BNY for inclusion in such offering materials or filings),
        or
        caused by any omission or alleged omission to state therein a material fact
        required to be stated therein or necessary to make the statements therein,
        in
        light of the circumstances under which they were made, not misleading. The
        Depositor shall be an express third party beneficiary of, and assumes the
        obligations set forth in, this Paragraph 4(11) as if a party hereto to the
        extent of the Depositor’s rights and obligations explicitly specified
        herein.

      


      


      5. Account
        Details and Settlement Information:

      


      Payments
        to BNY:

      


      The
        Bank
        of New York

      Derivative
        Products Support Department 

      32
        Old
        Slip, 16th
        Floor

      New
        York,
        New York 10286

      Attention:
        Renee Etheart

      ABA
        #021000018

      Account
        #890-0068-175

      Reference:
        Interest Rate Swap

      


      Payments
        to Counterparty:

      


      Wells
        Fargo Bank, N.A.

      ABA
        121-000-248

      Account
        Number 3970771416

      FFC:
        Fremont 2006-2 50915802 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      6.
        Counterparts.
        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.

      


      Please
        confirm that the foregoing correctly sets forth the terms of our agreement
        by
        executing this agreement and returning it via facsimile to Derivative Products
        Support Dept., Attn: Kenny Au-Yeung at 212-804-5818/5837. Once we receive
        this
        we will send you two original confirmations for execution.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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
                  BANK OF NEW YORK

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      The
        Counterparty, acting through its duly authorized signatory, hereby agrees
        to,
        accepts and confirms the terms of the foregoing as of the Trade
        Date.

      


      


      WELLS
        FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
        INTEREST TRUST TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO
        THE
        FREMONT HOME LOAN TRUST 2006-2, ASSET-BACKED CERTIFICATES, SERIES
        2006-2

      


      


      
        	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      


      Solely
        for purposes of paragraph 4(11):

      FINANCIAL
        ASSET SECURITIES CORP.

      


      


      
        	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        I

      


      


      (With
        respect to each Fixed Rate Payer Period End Date, all such dates are with
        No

      Adjustment,
        and with respect to each Floating Rate Payer Period End Date, all
        such

      dates
        are
        subject to adjustment in accordance with the Following Business Day

      Convention)

      


      
        	
                Accrual
                  Start Date

              	
                Accrual
                  End Date

              	
                Notional
                  Amount (in USD)

              
	
                25-Mar-07

              	
                25-Apr-07

              	
                2,707,077.69468

              
	
                25-Apr-07

              	
                25-May-07

              	
                2,578,331.85320

              
	
                25-May-07

              	
                25-Jun-07

              	
                2,455,748.87420

              
	
                25-Jun-07

              	
                25-Jul-07

              	
                2,339,032.29608

              
	
                25-Jul-07

              	
                25-Aug-07

              	
                2,227,899.97004

              
	
                25-Aug-07

              	
                25-Sep-07

              	
                2,122,083.36728

              
	
                25-Sep-07

              	
                25-Oct-07

              	
                2,021,326.91984

              
	
                25-Oct-07

              	
                25-Nov-07

              	
                1,924,943.58088

              
	
                25-Nov-07

              	
                25-Dec-07

              	
                1,822,929.23140

              
	
                25-Dec-07

              	
                25-Jan-08

              	
                1,516,957.66712

              
	
                25-Jan-08

              	
                25-Feb-08

              	
                243,169.11316

              
	
                25-Feb-08

              	
                25-Mar-08

              	
                229,168.58664

              
	
                25-Mar-08

              	
                25-Apr-08

              	
                216,666.94124

              
	
                25-Apr-08

              	
                25-May-08

              	
                205,719.82380

              
	
                25-May-08

              	
                25-Jun-08

              	
                197,857.34676

              
	
                25-Jun-08

              	
                25-Jul-08

              	
                190,306.98832

              
	
                25-Jul-08

              	
                25-Aug-08

              	
                183,055.66336

              
	
                25-Aug-08

              	
                25-Sep-08

              	
                176,090.87388

              
	
                25-Sep-08

              	
                25-Oct-08

              	
                169,400.68048

              
	
                25-Oct-08

              	
                25-Nov-08

              	
                162,704.78776

              
	
                25-Nov-08

              	
                25-Dec-08

              	
                156,230.54628

              
	
                25-Dec-08

              	
                25-Jan-09

              	
                148,860.44560

              
	
                25-Jan-09

              	
                25-Feb-09

              	
                135,221.72772

              
	
                25-Feb-09

              	
                25-Mar-09

              	
                130,345.73572

              
	
                25-Mar-09

              	
                25-Apr-09

              	
                125,646.54168

              
	
                25-Apr-09

              	
                25-May-09

              	
                121,117.64528

              
	
                25-May-09

              	
                25-Jun-09

              	
                116,752.79128

              
	
                25-Jun-09

              	
                25-Jul-09

              	
                112,545.96004

              


      

      


      


      


    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      R-1

    


    


    FORM
      OF DELINQUENCY REPORT

    


    
      	
              Column/Header
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR

            	 	
               

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the originator.

            	 	
               

            
	
              CLIENT_NBR

            	
              Servicer
                Client Number

            	 	 
	
              SERV_INVESTOR_NBR

            	
              Contains
                a unique number as assigned by an external servicer to identify a
                group of
                loans in their system.

            	 	
               

            
	
              BORROWER_FIRST_NAME

            	
              First
                Name of the Borrower.

            	 	 
	
              BORROWER_LAST_NAME

            	
              Last
                name of the borrower.

            	 	 
	
              PROP_ADDRESS

            	
              Street
                Name and Number of Property

            	 	
               

            
	
              PROP_STATE

            	
              The
                state where the property located.

            	 	
               

            
	
              PROP_ZIP

            	
              Zip
                code where the property is located.

            	 	
               

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date that the borrower's next payment is due to the servicer at the
                end of
                processing cycle, as reported by Servicer.

            	 	
              MM/DD/YYYY

            
	
              LOAN_TYPE

            	
              Loan
                Type (i.e. FHA, VA, Conv)

            	 	
               

            
	
              BANKRUPTCY_FILED_DATE

            	
              The
                date a particular bankruptcy claim was filed.

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_CHAPTER_CODE

            	
              The
                chapter under which the bankruptcy was filed.

            	 	
               

            
	
              BANKRUPTCY_CASE_NBR

            	
              The
                case number assigned by the court to the bankruptcy
                filing.

            	 	
               

            
	
              POST_PETITION_DUE_DATE

            	
              The
                payment due date once the bankruptcy has been approved by the
                courts

            	 	
              MM/DD/YYYY

            
	
              BANKRUPTCY_DCHRG_DISM_DATE

            	
              The
                Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged
                and/or a Motion For Relief Was Granted. 

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_APPR_DATE

            	
              The
                Date The Loss Mitigation Was Approved By The Servicer

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_TYPE

            	
              The
                Type Of Loss Mitigation Approved For A Loan Such As;

            	 	 
	
              LOSS_MIT_EST_COMP_DATE

            	
              The
                Date The Loss Mitigation /Plan Is Scheduled To End/Close

            	 	
              MM/DD/YYYY

            
	
              LOSS_MIT_ACT_COMP_DATE

            	
              The
                Date The Loss Mitigation Is Actually Completed

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_APPROVED_DATE

            	
              The
                date DA Admin sends a letter to the servicer with instructions to
                begin
                foreclosure proceedings.

            	 	
              MM/DD/YYYY

            
	
              ATTORNEY_REFERRAL_DATE

            	
              Date
                File Was Referred To Attorney to Pursue Foreclosure

            	 	
              MM/DD/YYYY

            
	
              FIRST_LEGAL_DATE

            	
              Notice
                of 1st legal filed by an Attorney in a Foreclosure Action

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_EXPECTED_DATE

            	
              The
                date by which a foreclosure sale is expected to occur.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_DATE

            	
              The
                actual date of the foreclosure sale.

            	 	
              MM/DD/YYYY

            
	
              FRCLSR_SALE_AMT

            	
              The
                amount a property sold for at the foreclosure sale.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              EVICTION_START_DATE

            	
              The
                date the servicer initiates eviction of the borrower.

            	 	
              MM/DD/YYYY

            
	
              EVICTION_COMPLETED_DATE

            	
              The
                date the court revokes legal possession of the property from the
                borrower.

            	 	
              MM/DD/YYYY

            
	
              LIST_PRICE

            	
              The
                price at which an REO property is marketed.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              LIST_DATE

            	
              The
                date an REO property is listed at a particular price.

            	 	
              MM/DD/YYYY

            
	
              OFFER_AMT

            	
              The
                dollar value of an offer for an REO property.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              OFFER_DATE_TIME

            	
              The
                date an offer is received by DA Admin or by the Servicer.

            	 	
              MM/DD/YYYY

            
	
              REO_CLOSING_DATE

            	
              The
                date the REO sale of the property is scheduled to close.

            	 	
              MM/DD/YYYY

            
	
              REO_ACTUAL_CLOSING_DATE

            	
              Actual
                Date Of REO Sale

            	 	
              MM/DD/YYYY

            
	
              OCCUPANT_CODE

            	
              Classification
                of how the property is occupied.

            	 	
               

            
	
              PROP_CONDITION_CODE

            	
              A
                code that indicates the condition of the property.

            	 	
               

            
	
              PROP_INSPECTION_DATE

            	
              The
                date a property inspection is performed.

            	 	
              MM/DD/YYYY

            
	
              APPRAISAL_DATE

            	
              The
                date the appraisal was done.

            	 	
              MM/DD/YYYY

            
	
              CURR_PROP_VAL

            	
               The
                current "as is" value of the property based on brokers price opinion
                or
                appraisal.

            	
              2

            	
               

            
	
              REPAIRED_PROP_VAL

            	
              The
                amount the property would be worth if repairs are completed pursuant
                to a
                broker's price opinion or appraisal.

            	
              2

            	
               

            
	
              If
                applicable:

            	
               

            	 	
               

            
	
              DELINQ_STATUS_CODE

            	
              FNMA
                Code Describing Status of Loan

            	 	 
	
              DELINQ_REASON_CODE

            	
              The
                circumstances which caused a borrower to stop paying on a loan. Code
                indicates the reason why the loan is in default for this
                cycle.

            	 	 
	
              MI_CLAIM_FILED_DATE

            	
              Date
                Mortgage Insurance Claim Was Filed With Mortgage Insurance
                Company.

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT

            	
              Amount
                of Mortgage Insurance Claim Filed

            	 	
              No
                commas(,) or dollar signs ($)

            
	
              MI_CLAIM_PAID_DATE

            	
              Date
                Mortgage Insurance Company Disbursed Claim Payment

            	 	
              MM/DD/YYYY

            
	
              MI_CLAIM_AMT_PAID

            	
              Amount
                Mortgage Insurance Company Paid On Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_FILED_DATE

            	
              Date
                Claim Was Filed With Pool Insurance Company

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT

            	
              Amount
                of Claim Filed With Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              POOL_CLAIM_PAID_DATE

            	
              Date
                Claim Was Settled and The Check Was Issued By The Pool
                Insurer

            	 	
              MM/DD/YYYY

            
	
              POOL_CLAIM_AMT_PAID

            	
              Amount
                Paid On Claim By Pool Insurance Company

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_FILED_DATE

            	
               Date
                FHA Part A Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_AMT

            	
               Amount
                of FHA Part A Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_A_CLAIM_PAID_DATE

            	
               Date
                HUD Disbursed Part A Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_A_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part A Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_FILED_DATE

            	
                Date
                FHA Part B Claim Was Filed With HUD

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_AMT

            	
                Amount
                of FHA Part B Claim Filed

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              FHA_PART_B_CLAIM_PAID_DATE

            	
                 Date
                HUD Disbursed Part B Claim Payment

            	 	
              MM/DD/YYYY

            
	
              FHA_PART_B_CLAIM_PAID_AMT

            	
               Amount
                HUD Paid on Part B Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            
	
              VA_CLAIM_FILED_DATE

            	
               Date
                VA Claim Was Filed With the Veterans Admin

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_DATE

            	
               Date
                Veterans Admin. Disbursed VA Claim Payment

            	 	
              MM/DD/YYYY

            
	
              VA_CLAIM_PAID_AMT

            	
               Amount
                Veterans Admin. Paid on VA Claim

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            


    

     

     

    Exhibit
      2: Standard
      File Codes - Delinquency Reporting

     

    The
      Loss
      Mit Type
      field
      should show the approved Loss Mitigation Code as follows: 

    
       

      

        
          	 	
                  ·

                	
                  ASUM-

                	
                  Approved
                    Assumption

                	 
	 	
                  ·

                	
                  BAP-

                	
                  Borrower
                    Assistance Program

                	
                   

                
	 	
                  ·

                	
                  CO-

                	
                  Charge
                    Off

                	 
	 	
                  ·

                	
                  DIL-

                	
                  Deed-in-Lieu

                	 
	 	
                  ·

                	
                  FFA-

                	
                  Formal
                    Forbearance Agreement

                	 
	 	
                  ·

                	
                  MOD-

                	
                  Loan
                    Modification

                	 
	 	
                  ·

                	
                  PRE-

                	
                  Pre-Sale

                	 
	 	
                  ·

                	
                  SS-

                	
                  Short
                    Sale

                	 
	 	
                  ·

                	
                  MISC-

                	
                  Anything
                    else approved by the PMI or Pool Insurer

                	
                   

                


        

      

       

       

    

    NOTE:
      Wells Fargo Bank will accept alternative Loss Mitigation Types to those above,
      provided that they are consistent with industry standards. If Loss Mitigation
      Types other than those above are used, the Servicer must supply Wells Fargo
      Bank
      with a description of each of the Loss Mitigation Types prior to sending the
      file.

     

    The
      Occupant
      Code
      field should show the current status of the property code as
      follows:

     

    
      	 	
              ·

            	
              Mortgagor

            


    

    
      	 	
              ·

            	
              Tenant

            


    

    
      	 	
              ·

            	
              Unknown
                

            


    

    
      	 	
              ·

            	
              Vacant

            


    

     

     

    The
      Property
      Condition
      field should show the last reported condition of the property as follows:


     

    

      
        	 	
                ·

              	
                Damaged

              
	 	
                ·

              	
                Excellent

              
	 	
                ·

              	
                Fair

              
	 	
                ·

              	
                Gone

              
	 	
                ·

              	
                Good

              
	 	
                ·

              	
                Poor

              
	 	
                ·

              	
                Special
                  Hazard

              
	 	
                ·

              	
                Unknown

              


      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

     

    The
      FNMA
      Delinquent Reason Code
      field should show the Reason for Delinquency as follows: 

     

    


    
      	
              Delinquency
                Code

            	
              Delinquency
                Description

            
	
              001

            	
              FNMA-Death
                of principal mortgagor

            
	
              002

            	
              FNMA-Illness
                of principal mortgagor

            
	
              003

            	
              FNMA-Illness
                of mortgagor’s family member

            
	
              004

            	
              FNMA-Death
                of mortgagor’s family member

            
	
              005

            	
              FNMA-Marital
                difficulties

            
	
              006

            	
              FNMA-Curtailment
                of income

            
	
              007

            	
              FNMA-Excessive
                Obligation

            
	
              008

            	
              FNMA-Abandonment
                of property

            
	
              009

            	
              FNMA-Distant
                employee transfer

            
	
              011

            	
              FNMA-Property
                problem

            
	
              012

            	
              FNMA-Inability
                to sell property

            
	
              013

            	
              FNMA-Inability
                to rent property

            
	
              014

            	
              FNMA-Military
                Service

            
	
              015

            	
              FNMA-Other

            
	
              016

            	
              FNMA-Unemployment

            
	
              017

            	
              FNMA-Business
                failure

            
	
              019

            	
              FNMA-Casualty
                loss

            
	
              022

            	
              FNMA-Energy
                environment costs

            
	
              023

            	
              FNMA-Servicing
                problems

            
	
              026

            	
              FNMA-Payment
                adjustment

            
	
              027

            	
              FNMA-Payment
                dispute

            
	
              029

            	
              FNMA-Transfer
                of ownership pending

            
	
              030

            	
              FNMA-Fraud

            
	
              031

            	
              FNMA-Unable
                to contact borrower

            
	
              INC

            	
              FNMA-Incarceration

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Exhibit
      2: Standard
      File Codes - Delinquency Reporting, Continued

    


     

    The
      FNMA
      Delinquent Status Code
      field should show the Status of Default as follows: 

     

    


    
      	
              Status
                Code

            	
              Status
                Description

            
	
              09

            	
              Forbearance

            
	
              17

            	
              Pre-foreclosure
                Sale Closing Plan Accepted

            
	
              24

            	
              Government
                Seizure

            
	
              26

            	
              Refinance

            
	
              27

            	
              Assumption

            
	
              28

            	
              Modification

            
	
              29

            	
              Charge-Off

            
	
              30

            	
              Third
                Party Sale

            
	
              31

            	
              Probate

            
	
              32

            	
              Military
                Indulgence

            
	
              43

            	
              Foreclosure
                Started

            
	
              44

            	
              Deed-in-Lieu
                Started

            
	
              49

            	
              Assignment
                Completed

            
	
              61

            	
              Second
                Lien Considerations

            
	
              62

            	
              Veteran’s
                Affairs-No Bid

            
	
              63

            	
              Veteran’s
                Affairs-Refund

            
	
              64

            	
              Veteran’s
                Affairs-Buydown

            
	
              65

            	
              Chapter
                7 Bankruptcy

            
	
              66

            	
              Chapter
                11 Bankruptcy

            
	
              67

            	
              Chapter
                13 Bankruptcy

            


    

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



    EXHIBIT
      R-2 

    


    FORM
      OF MONTHLY REMITTANCE ADVICE

    


     

    


     

    
      	
              Column
                Name

            	
              Description

            	
              Decimal

            	
              Format
                Comment

            	
              Max
                Size

            
	
              SER_INVESTOR_NBR

            	
              A
                value assigned by the Servicer to define a group of loans.

            	
               

            	
              Text
                up to 10 digits

            	
              20

            
	
              LOAN_NBR

            	
              A
                unique identifier assigned to each loan by the investor.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              SERVICER_LOAN_NBR

            	
              A
                unique number assigned to a loan by the Servicer. This may be different
                than the LOAN_NBR.

            	
               

            	
              Text
                up to 10 digits

            	
              10

            
	
              BORROWER_NAME

            	
              The
                borrower name as received in the file. It is not separated by first
                and
                last name.

            	
               

            	
              Maximum
                length of 30 (Last, First)

            	
              30

            
	
              SCHED_PAY_AMT

            	
              Scheduled
                monthly principal and scheduled interest payment that a borrower
                is
                expected to pay, P&I constant.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NOTE_INT_RATE

            	
              The
                loan interest rate as reported by the Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              NET_INT_RATE

            	
              The
                loan gross interest rate less the service fee rate as reported by
                the
                Servicer.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_RATE

            	
              The
                servicer's fee rate for a loan as reported by the Servicer.
                

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              SERV_FEE_AMT

            	
              The
                servicer's fee amount for a loan as reported by the Servicer.
                

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_PAY_AMT

            	
              The
                new loan payment amount as reported by the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NEW_LOAN_RATE

            	
              The
                new loan rate as reported by the Servicer. 

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ARM_INDEX_RATE

            	
              The
                index the Servicer is using to calculate a forecasted
                rate.

            	
              4

            	
              Max
                length of 6

            	
              6

            
	
              ACTL_BEG_PRIN_BAL

            	
              The
                borrower's actual principal balance at the beginning of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_END_PRIN_BAL

            	
              The
                borrower's actual principal balance at the end of the processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              BORR_NEXT_PAY_DUE_DATE

            	
              The
                date at the end of processing cycle that the borrower's next payment
                is
                due to the Servicer, as reported by Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              SERV_CURT_AMT_1

            	
              The
                first curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_1

            	
              The
                curtailment date associated with the first curtailment amount.
                

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_1

            	
              The
                curtailment interest on the first curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_2

            	
              The
                second curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_2

            	
              The
                curtailment date associated with the second curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_
                AMT_2

            	
              The
                curtailment interest on the second curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_AMT_3

            	
              The
                third curtailment amount to be applied.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SERV_CURT_DATE_3

            	
              The
                curtailment date associated with the third curtailment
                amount.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              CURT_ADJ_AMT_3

            	
              The
                curtailment interest on the third curtailment amount, if
                applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_AMT

            	
              The
                loan "paid in full" amount as reported by the Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PIF_DATE

            	
              The
                paid in full date as reported by the Servicer.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
               

            	
               

            	
               

            	
              Action
                Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution,
                65=Repurchase,70=REO 

            	
              2

            
	
              ACTION_CODE

            	
              The
                standard FNMA numeric code used to indicate the default/delinquent
                status
                of a particular loan.

            
	
              INT_ADJ_AMT

            	
              The
                amount of the interest adjustment as reported by the
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SOLDIER_SAILOR_ADJ_AMT

            	
              The
                Soldier and Sailor Adjustment amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              NON_ADV_LOAN_AMT

            	
              The
                Non Recoverable Loan Amount, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              LOAN_LOSS_AMT

            	
              The
                amount the Servicer is passing as a loss, if applicable.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_BEG_PRIN_BAL

            	
              The
                scheduled outstanding principal amount due at the beginning of the
                cycle
                date to be passed through to investors.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_END_PRIN_BAL

            	
              The
                scheduled principal balance due to investors at the end of a processing
                cycle.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_PRIN_AMT

            	
              The
                scheduled principal amount as reported by the Servicer for the current
                cycle -- only applicable for Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              SCHED_NET_INT

            	
              The
                scheduled gross interest amount less the service fee amount for the
                current cycle as reported by the Servicer -- only applicable for
                Scheduled/Scheduled Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_PRIN_AMT

            	
              The
                actual principal amount collected by the Servicer for the current
                reporting cycle -- only applicable for Actual/Actual
                Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              ACTL_NET_INT

            	
              The
                actual gross interest amount less the service fee amount for the
                current
                reporting cycle as reported by the Servicer -- only applicable for
                Actual/Actual Loans.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                AMT

            	
              The
                penalty amount received when a borrower prepays on his loan as reported
                by
                the Servicer. 

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
              PREPAY_PENALTY_
                WAIVED

            	
              The
                prepayment penalty amount for the loan waived by the
                servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            
	
               

            	
               

            	
               

            	
               

            	
               

            
	
              MOD_DATE

            	
              The
                Effective Payment Date of the Modification for the loan.

            	
               

            	
              MM/DD/YYYY

            	
              10

            
	
              MOD_TYPE

            	
              The
                Modification Type.

            	
               

            	
              Varchar
                - value can be alpha or numeric

            	
              30

            
	
              DELINQ_P&I_ADVANCE_AMT

            	
              The
                current outstanding principal and interest advances made by
                Servicer.

            	
              2

            	
              No
                commas(,) or dollar signs ($)

            	
              11

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      R-3 

    


    FORM
      OF REALIZED LOSS REPORT

    


    Calculation
      of Realized Loss/Gain Form 332- Instruction Sheet

    NOTE:
      Do not net or combine items. Show all expenses individually and all credits
      as
      separate line items. Claim packages are due on the remittance report date.
      Late
      submissions may result in claims not being passed until the following month.
      The
      Servicer is responsible to remit all funds pending loss approval and /or
      resolution of any disputed items. 

    


    The
      numbers on the 332 form correspond with the numbers listed below.

    


    Liquidation
      and Acquisition Expenses:

     

    1. The
      Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an
      Amortization Schedule from date of default through liquidation breaking out
      the
      net interest and servicing fees advanced is required.

     

    2. The
      Total
      Interest Due less the aggregate amount of servicing fee that would have been
      earned if all delinquent payments had been made as agreed. For documentation,
      an
      Amortization Schedule from date of default through liquidation breaking out
      the
      net interest and servicing fees advanced is required.

     

    3.
       Accrued
      Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan
      as calculated on a monthly basis. For documentation, an Amortization Schedule
      from date of default through liquidation breaking out the net interest and
      servicing fees advanced is required.

     

    4-12. Complete
      as applicable. Required documentation:

     

    *
      For
      taxes and insurance advances - see page 2 of 332 form - breakdown required
      showing period

     

    of
      coverage, base tax, interest, penalty. Advances prior to default require
      evidence of servicer efforts to recover advances.

     

    *
      For
      escrow advances - complete payment history 

     

    (to
      calculate advances from last positive escrow balance forward)

     

    *
      Other
      expenses -  copies of corporate advance history showing all payments


     

    *
      REO
      repairs > $1500 require explanation

     

    *
      REO
      repairs >$3000 require evidence of at least 2 bids.

     

    *
      Short
      Sale or Charge Off require P&L supporting the decision and WFB’s approved
      Officer Certificate 

     

    *
      Unusual
      or extraordinary items may require further documentation. 

     

    13.  The
      total
      of lines 1 through 12.

     

    Credits:
      

     

    14-21. Complete
      as applicable. Required documentation:

     

    *
      Copy of
      the HUD 1 from the REO sale. If a 3rd
      Party
      Sale, bid instructions and Escrow Agent / Attorney

     

    Letter
      of
      Proceeds Breakdown.

     

    *
      Copy of
      EOB for any MI or gov't guarantee 

     

    *
      All
      other credits need to be clearly defined on the 332
      form      
     

     

     

    
      	 	
              22.

            	
              The
                total of lines 14 through 21.

            


    

     

     

    
      	 	 	 


    

     

     

    Please
      Note: For
      HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for
      Part
      B/Supplemental proceeds.

     

    Total
      Realized Loss (or Amount of Any Gain):

     

    23. The
      total
      derived from subtracting line 22 from 13. If the amount represents a realized
      gain, show
      the
      amount in parenthesis ( ). 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    Exhibit
      3A: Calculation
      of Realized Loss/Gain Form 332

    


     

    Prepared
      by: __________________   Date:
      _______________

     

    Phone:
      ______________________    Email
      Address:_____________________

     

     

    
      	
              Servicer
                Loan No.

            	 	
              Servicer
                Name

            	 	
              Servicer
                Address 

               

            


    

     

     

    WELLS
      FARGO BANK, N.A. Loan No._____________________________

     

     

    Borrower's
      Name: _________________________________________________________

    Property
      Address: _________________________________________________________

     

     

    Liquidation
      Type: REO Sale  
      3rd
      Party Sale  Short
      Sale Charge
      Off 

     

     

    Was
      this loan granted a Bankruptcy deficiency or cramdown  Yes 
      No

     

     

    If
“Yes”,
      provide deficiency or cramdown amount
      _______________________________

     

    Liquidation
      and Acquisition Expenses:

    

      
        	
                (1)

              	
                Actual
                  Unpaid Principal Balance of Mortgage Loan

              	
                $
                  ______________

              	
                (1)

              
	
                (2)

              	
                Interest
                  accrued at Net Rate

              	
                ________________

              	
                (2)

              
	
                (3)

              	
                Accrued
                  Servicing Fees

              	
                ________________

              	
                (3)

              
	
                (4)

              	
                Attorney's
                  Fees

              	
                ________________

              	
                (4)

              
	
                (5)

              	
                Taxes

              	
                ________________

              	
                (5)

              
	
                (6)

              	
                Property
                  Maintenance

              	
                ________________

              	
                (6)

              
	
                (7)

              	
                MI/Hazard
                  Insurance Premiums

              	
                ________________

              	
                (7)

              
	
                (8)

              	
                Utility
                  Expenses

              	
                ________________

              	
                (8)

              
	
                (9)

              	
                Appraisal/BPO

              	
                ________________

              	
                (9)

              
	
                (10)

              	
                Property
                  Inspections

              	
                ________________

              	
                (10)

              
	
                (11)

              	
                FC
                  Costs/Other Legal Expenses

              	
                ________________

              	
                (11)

              
	
                (12)

              	
                Other
                  (itemize)

              	
                $________________

              	
                (12)

              
	
                Cash
                  for Keys__________________________

              	 	
                ________________

              	 
	
                HOA/Condo
                  Fees_______________________

              	 	
                ________________

              	 
	
                ______________________________________

              	 	
                ________________

              	 
	
                ______________________________________

              	 	
                ________________

              	 
	
                Total
                  Expenses

              	 	
                $
                  _______________

              	
                (13)

              
	
                Credits:

              	 	 	 
	
                (14)

              	
                Escrow
                  Balance

              	
                $
                  _______________

              	
                (14)

              
	
                (15)

              	
                HIP
                  Refund

              	
                ________________

              	
                (15)

              
	
                (16)

              	
                Rental
                  Receipts

              	
                ________________

              	
                (16)

              
	
                (17)

              	
                Hazard
                  Loss Proceeds

              	
                ________________

              	
                (17)

              
	
                (18)

              	
                Primary
                  Mortgage Insurance Proceeds

              	
                ________________

              	
                (18)

              
	
                (19)

              	
                Pool
                  Insurance Proceeds

              	
                ________________

              	
                (19)

              
	
                (20)

              	
                Proceeds
                  from Sale of Acquired Property

              	
                ________________

              	
                (20)

              
	
                (21)

              	
                Other
                  (itemize)

              	
                ________________

              	
                (21)

              
	
                _________________________________________

              	 	
                _________________

              	 
	
                _________________________________________

              	 	
                _________________

              	 
	
                Total
                  Credits

              	
                $________________

              	
                (22)

              	 
	
                Total
                  Realized Loss (or Amount of Gain)

              	
                $________________

              	
                (23)

              	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Escrow
      Disbursement Detail

    


    
      	
              Type

              (Tax
                /Ins.)

            	
              Date
                Paid

            	
              Period
                of Coverage

            	
              Total
                Paid

            	
              Base
                Amount

            	
              Penalties

            	
              Interest

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



    EXHIBIT
      S

     

    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    


    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Securities
      Administrator - waterfall calculator (may be the Trustee, or may be the Master
      Servicer)

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Paying
      Agent - distributor of funds to ultimate investor 

    Trustee
      -
      fiduciary of the transaction

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title. So, for example, in a particular transaction, the
      trustee may perform the “paying agent” and “securities administrator” functions,
      while in another transaction, the securities administrator may perform these
      functions.

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    Key: X
      - obligation

    [X]
      - under consideration for obligation

    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Trust
                Admin.

            	
              Trustee/

              Custodian

            
	 	
              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

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	
              X

            	
              X

            	 
	 	
              Pool
                Asset Administration

            	 	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	
               

            	 	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
              X

            	 	 	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	 	 	 
	
              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 Trust
      Administrator pursuant to Section 4.07(a)(iv). 

    


    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the [Monthly Statement]

            	
              Servicer

              Master
                Servicer

              Securities
                Administrator

            
	
              Any
                information required by 1121 which is NOT included on the [Monthly
                Statement]

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceeding sknown to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	
              Servicer

            
	
              ▪
                Any other party contemplated by 1100(d)(1)

            	
              Depositor

            
	
              Item
                3: Sale 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

            
	
              Item
                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)

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                5: Submission of Matters to a Vote of Security
                Holders

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              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
                Item.

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              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.

            	 
	
              Item
                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

            	
              Any
                party responsible for the applicable Form 8-K Disclosure
                item

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Securities
                Administrator

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            


    

    


    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                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

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Securities
                Administrator

              Depositor

            
	
              Reg
                AB Item 1112(b): Significant Obligors of Pool
                Assets

            	 
	
              Significant
                Obligor Financial Information*

            	
              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
                Item.

            	 
	
              Reg
                AB Item 1114(b)(2): Credit Enhancement Provider Financial
                Information

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              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.

            	 
	
              Reg
                AB Item 1115(b): Derivative Counterparty Financial
                Information

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              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.

            	 
	
              Reg
                AB Item 1117: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceeding sknown to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee,
                Master Servicer, Securities Administrator and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Pooling and Servicing Agreement) or
                Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or Securities
                Administrator)

            	
              Servicer

            
	
              ▪
                Any other party contemplated by 1100(d)(1)

            	
              Depositor

            
	
              Reg
                AB Item 1119: Affiliations and Relationships

            	 
	
              Whether
                (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                of
                the following parties, and (b) to the extent known and material,
                any of
                the following parties are affiliated with one another:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in an arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

            	
              Depositor
                as to (a) 

              Sponsor/Seller
                as to (a)

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer 

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1108(a)(3) servicer

            	
              Servicer

            
	
              ▪
                Any 1110 Originator

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1112(b) Significant Obligor

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1114 Credit Enhancement Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any 1115 Derivate Counterparty Provider

            	
              Depositor/Sponsor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor/Sponsor

            


    

    


    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                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

            
	
              Item
                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

            
	
              Item
                1.03- Bankruptcy or Receivership

               

              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following: 

            	
              Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor/Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Affiliated Servicer

            	
              Servicer

            
	
              ▪
                Other Servicer servicing 20% or more of the pool assets at the time
                of the
                report

            	
              Servicer

            
	
              ▪
                Other material servicers

            	
              Servicer

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Securities Administrator

            	
              Securities
                Administrator

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              ▪
                Credit Enhancer (10% or more)

            	
              Depositor

            
	
              ▪
                Derivative Counterparty

            	
              Depositor

            
	
              ▪
                Custodian

            	
              Custodian

            
	
              Item
                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 monthly statements to the certificateholders.

            	
              Depositor

              Master
                Servicer

              Securities
                Administrator

            
	
              Item
                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.

            	
              Securities
                Administrator

              Trustee

              Depositor

            
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”.

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational
                Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Securities Administrator

               

              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 or
                trustee.

            	
              Master
                Servicer/Securities Administrator/Depositor/

              Servicer/Trustee

            
	
              Reg
                AB disclosure about any new servicer or master servicer is also
                required.

            	
              Servicer/Master
                Servicer/Depositor

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              Trustee

            
	
              Item
                6.03- Change in Credit Enhancement or 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.
                

            	
              Depositor/Securities
                Administrator/Trustee

            
	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Securities
                Administrator

              Trustee

            
	
              Item
                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

            
	
              Item
                7.01- Reg FD Disclosure

            	
              All
                parties

            
	
              Item
                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
                certificateholders.

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



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