Unassociated Document


     

    
      

      

    

    
 

    


    FINANCIAL
      ASSET SECURITIES CORP.,

    


    as
      Depositor,

    


    FREMONT
      INVESTMENT & LOAN,

    


    as
      Sponsor, Originator and Servicer,

    


    WELLS
      FARGO BANK, N.A.,

    


    as
      Master
      Servicer, Trust Administrator and Swap Administrator,

    


    and

    


    HSBC
      BANK
      USA, NATIONAL ASSOCIATION,

    


     

    as
      Trustee

     

    __________________________________________

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of May 1, 2006

     

    ___________________________________________

     

    FREMONT
      HOME LOAN TRUST 2006-A

     

    MORTGAGE-BACKED
      CERTIFICATES,

     

    SERIES
      2006-A

     

    


    
      

      

    

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    TABLE
      OF CONTENTS

    
      	
              ARTICLE
                I DEFINITIONS

            	 
	 	 
	
              Section
                1.01.

            	
              Definitions

            
	 	 
	
              ARTICLE
                II CONVEYANCE OF MORTGAGE LOANS;
                REPRESENTATIONS AND
                WARRANTIES

            


    

     

    
      	
              Section
                2.01.

            	
              Conveyance
                of Mortgage Loans

            
	
              Section
                2.02.

            	
              Acceptance
                by the Trustee or Trust Administrator of the Mortgage
                Loans.

            
	
              Section
                2.03.

            	
              Representations,
                Warranties and Covenants of the Originator and the
                Servicer

            
	
              Section
                2.04.

            	
              Delivery
                of Opinion of Counsel in Connection with Substitution; Non-Qualified
                Mortgages

            
	
              Section
                2.05.

            	
              Execution
                and Delivery of Certificates

            
	
              Section
                2.06.

            	
              Representations
                and Warranties of the Depositor

            
	
              Section
                2.07.

            	
              Representations,
                Warranties and Covenants of the Servicer, the Originator and the
                Master
                Servicer

            
	 	 
	
              ARTICLE
                III ADMINISTRATION AND SERVICING OF
                MORTGAGE LOANS

            
	 	 
	
              Section
                3.01.

            	
              Servicer
                to Service Mortgage Loans

            
	
              Section
                3.02.

            	
              Subservicing
                Agreements between the Servicer and Subservicers

            
	
              Section
                3.03.

            	
              Successor
                Subservicers

            
	
              Section
                3.04.

            	
              Liability
                of the Servicer

            
	
              Section
                3.05.

            	
              No
                Contractual Relationship between Subservicers and the Trustee, Master
                Servicer, Swap Administrator, Trust Administrator or
                Certificateholder

            
	
              Section
                3.06.

            	
              Assumption
                or Termination of Subservicing Agreements by Master Servicer, Trustee
                or
                Trust Administrator

            
	
              Section
                3.07.

            	
              Collection
                of Certain Mortgage Loan Payments

            
	
              Section
                3.08.

            	
              Subservicing
                Accounts

            
	
              Section
                3.09.

            	
              Collection
                of Taxes, Assessments and Similar Items; Escrow
                Accounts

            
	
              Section
                3.10.

            	
              Collection
                Account

            
	
              Section
                3.11.

            	
              Withdrawals
                from the Collection Account

            
	
              Section
                3.12.

            	
              Investment
                of Funds in the Collection Account and the Distribution
                Account.

            
	
              Section
                3.13.

            	
              Maintenance
                of Hazard Insurance, Errors and Omissions and Fidelity
                Coverage

            
	
              Section
                3.14.

            	
              Enforcement
                of Due-on-Sale Clauses; Assumption Agreements

            
	
              Section
                3.15.

            	
              Realization
                upon Defaulted Mortgage Loans

            
	
              Section
                3.16.

            	
              Release
                of Mortgage Files

            
	
              Section
                3.17.

            	
              Title,
                Conservation and Disposition of REO Property

            
	
              Section
                3.18.

            	
              Notification
                of Adjustments

            
	
              Section
                3.19.

            	
              Access
                to Certain Documentation and Information Regarding the Mortgage
                Loans

            
	
              Section
                3.20.

            	
              Documents,
                Records and Funds in Possession of the Servicer to Be Held for the
                Trustee

            
	
              Section
                3.21.

            	
              Servicing
                Compensation

            
	
              Section
                3.22.

            	
              Annual
                Statement as to Compliance

            
	
              Section
                3.23.

            	
              Report
                on Assessment of Compliance and Attestation

            
	
              Section
                3.24.

            	
              Master
                Servicer to Act as Servicer

            
	
              Section
                3.25.

            	
              Compensating
                Interest

            
	
              Section
                3.26.

            	
              Credit
                Reporting; Gramm-Leach-Bliley Act

            
	
              Section
                3.27.

            	
              Net
                WAC Rate Carryover Reserve Account; Distribution Account; Swap
                Account

            
	
              Section
                3.28.

            	
              Optional
                Purchase of Delinquent Mortgage Loans

            
	
              Section
                3.29.

            	
              REMIC-Related
                Covenants

            
	
              Section
                3A.01

            	
              Master
                Servicer

            
	
              Section
                3A.02

            	
              REMIC-Related
                Covenants

            
	
              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

            	
              Documents,
                Records and Funds in Possession of Master Servicer To Be Held for
                Trustee

            
	
              Section
                3A.08

            	
              [RESERVED]

            
	
              Section
                3A.09

            	
              Compensation
                for the Master Servicer

            
	
              Section
                3A.10

            	
              [RESERVED]

            
	
              Section
                3A.11

            	
              [RESERVED]

            
	
              Section
                3A.12

            	
              Obligation
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls

            
	 	 
	
              ARTICLE
                IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER

            
	 	 
	
              Section
                4.01.

            	
              Advances

            
	
              Section
                4.02.

            	
              Priorities
                of Distribution

            
	
              Section
                4.03.

            	
              Monthly
                Statements to Certificateholders

            
	
              Section
                4.04.

            	
              Certain
                Matters Relating to the Determination of LIBOR

            
	
              Section
                4.05.

            	
              Allocation
                of Realized Loss Amounts

            
	
              Section
                4.06.

            	
              Compliance
                with Withholding Requirements

            
	
              Section
                4.07.

            	
              Commission
                Reporting

            
	
              Section
                4.08.

            	
              REMIC
                Distributions and Allocation of Losses

            
	 	 
	
              ARTICLE
                V THE CERTIFICATES

            
	 	 
	
              Section
                5.01.

            	
              The
                Certificates

            
	
              Section
                5.02.

            	
              Certificate
                Register; 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.

            	
              Access
                to List of Certificateholders’ Names and Addresses

            
	
              Section
                5.06.

            	
              Maintenance
                of Office or Agency

            
	 	 
	
              ARTICLE
                VI THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SWAP
                ADMINISTRATOR AND THE SERVICER

            
	 	 
	
              Section
                6.01.

            	
              Respective
                Liabilities of the Depositor, the Originator, the Master Servicer,
                the
                Swap Administrator and the Servicer

            
	
              Section
                6.02.

            	
              Merger
                or Consolidation of the Depositor, the Originator, the Master Servicer,
                the Swap Administrator or the Servicer

            
	
              Section
                6.03.

            	
              Limitation
                on Liability of the Depositor, the Originator, the Master Servicer,
                the
                Swap Administrator, the Trust Administrator, the Servicer and
                Others.

            
	
              Section
                6.04.

            	
              Limitation
                on Resignation of the Servicer

            
	
              Section
                6.05.

            	
              Additional
                Indemnification by the Servicer; Third Party Claims

            
	
              Section
                6.06.

            	
              Rights
                of the Depositor, the Master Servicer, the Swap Administrator, the
                Trust
                Administrator and the Trustee in Respect of the
                Servicer

            
	
              Section
                6.07.

            	
              Limitation
                on Resignation of the Master Servicer

            
	
              Section
                6.08.

            	
              Assignment
                of Master Servicing

            
	 	 
	
              ARTICLE
                VII DEFAULT

            
	 	 
	
              Section
                7.01.

            	
              Events
                of Default

            
	
              Section
                7.02.

            	
              Master
                Servicer to Act; Appointment of Successor

            
	
              Section
                7.03.

            	
              Notification
                to Certificateholders

            
	 	 
	
              ARTICLE
                VIII CONCERNING THE TRUSTEE AND THE TRUST
                ADMINISTRATOR

            
	 	 
	
              Section
                8.01.

            	
              Duties
                of the Trustee

            
	
              Section
                8.02.

            	
              Certain
                Matters Affecting the Trustee and the Trust
                Administrator

            
	
              Section
                8.03.

            	
              Neither
                the Trustee Nor the Trust Administrator Liable for Certificates or
                Mortgage Loans

            
	
              Section
                8.04.

            	
              Trustee
                and Trust Administrator May Own Certificates

            
	
              Section
                8.05.

            	
              Fees
                and Expenses of the Trustee and Trust Administrator

            
	
              Section
                8.06.

            	
              Eligibility
                Requirements for the Trustee and Trust Administrator

            
	
              Section
                8.07.

            	
              Resignation
                and Removal of the Trustee or Trust Administrator

            
	
              Section
                8.08.

            	
              Successor
                Trustee or Trust Administrator

            
	
              Section
                8.09.

            	
              Merger
                or Consolidation of the Trustee or the Trust
                Administrator

            
	
              Section
                8.10.

            	
              Appointment
                of Co-Trustee or Separate Trustee

            
	
              Section
                8.11.

            	
              Representations
                and Warranties of the Trustee, Trust Administrator and Swap
                Administrator

            
	 	 
	
              ARTICLE
                IX TERMINATION

            
	 	 
	
              Section
                9.01.

            	
              Termination
                upon Liquidation or Purchase of the Mortgage Loans

            
	
              Section
                9.02.

            	
              Final
                Distribution on the Certificates

            
	
              Section
                9.03.

            	
              Additional
                Termination Requirements

            
	 	 
	
              ARTICLE
                X MISCELLANEOUS PROVISIONS

            
	 	 
	
              Section
                10.01.

            	
              Amendment

            
	
              Section
                10.02.

            	
              Recordation
                of Agreement; Counterparts

            
	
              Section
                10.03.

            	
              Governing
                Law

            
	
              Section
                10.04.

            	
              Intention
                of Parties

            
	
              Section
                10.05.

            	
              Notices

            
	
              Section
                10.06.

            	
              Severability
                of Provisions

            
	
              Section
                10.07.

            	
              Assignment;
                Sales; Advance Facilities

            
	
              Section
                10.08.

            	
              Limitation
                on Rights of Certificateholders

            
	
              Section
                10.09.

            	
              Inspection
                and Audit Rights

            
	
              Section
                10.10.

            	
              Certificates
                Nonassessable and Fully Paid

            
	
              Section
                10.11.

            	
              Waiver
                of Jury Trial

            
	
              Section
                10.12.

            	
              Benefit
                of Agreement

            
	 	 
	
              ARTICLE
                XI REMIC PROVISIONS

            
	 	 
	
              Section
                11.01.

            	
              REMIC
                Administration

            
	
              Section
                11.02.

            	
              Prohibited
                Transactions and Activities

            
	
              Section
                11.03.

            	
              Indemnification

            


    

     

    SCHEDULES

     

    
      	
              Schedule I

            	
              Mortgage
                Loan Schedule

            
	 	 
	
              Schedule II

            	
              Reserved

            
	 	 
	
              Schedule III

            	
              Reserved

            
	 	 
	
              Schedule IV

            	
              Representations
                and Warranties of Fremont Investment & Loan as to the Mortgage
                Loans

            


    

     

    EXHIBITS

    
      	
              Exhibit A

            	
              Form of
                Class A and Class M

            
	 	 
	
              Exhibit B

            	
              Form of
                Class P Certificate

            
	 	 
	
              Exhibit C

            	
              Form of
                Class [R][R-X] Certificate

            
	 	 
	
              Exhibit D

            	
              Form of
                Class C Certificate

            
	 	 
	
              Exhibit E

            	
              Form of
                Initial Certification of Trust Administrator

            
	 	 
	
              Exhibit F

            	
              Form of
                Document Certification and Exception Report of Trust
                Administrator

            
	 	 
	
              Exhibit G

            	
              Form of
                Residual Transfer Affidavit and Agreement

            
	 	 
	
              Exhibit H

            	
              Form of
                Transferor Certificate

            
	 	 
	
              Exhibit I

            	
              Form of
                Rule 144A Letter

            
	 	 
	
              Exhibit J

            	
              Form of
                Request for Release

            
	 	 
	
              Exhibit K

            	
              Form of
                Contents for Each Mortgage File

            
	 	 
	
              Exhibit L

            	
              Power
                of Attorney

            
	 	 
	
              Exhibit M

            	
              Form
                of Trust Administrator Certification

            
	 	 
	
              Exhibit N

            	
              Form
                of Servicer Certification

            
	 	 
	
              Exhibit O

            	
              Purchase
                Agreement

            
	 	 
	
              Exhibit
                P

            	
              Standard
                & Poor’s LEVELS® Glossary

            
	 	 
	
              Exhibit
                Q

            	
              Form
                of Calculation of Realized Loss

            
	 	 
	
              Exhibit
                R

            	
              Form
                of Additional Disclosure Notification

            
	 	 
	
              Exhibit
                S

            	
              Relevant
                Servicing Criteria

            
	 	 
	
              Exhibit
                T

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

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    THIS
      POOLING AND SERVICING AGREEMENT, dated as of May 1, 2006, among FINANCIAL
      ASSET SECURITIES CORP.,
      as
      depositor (the “Depositor”),
      FREMONT INVESTMENT & LOAN, as originator, sponsor and servicer (the
“Originator,”
      “Sponsor”
and
      the
“Servicer”,
      as
      applicable; and together “Fremont”),
      and
WELLS
      FARGO BANK, N.A.,
      as
      master servicer, trust administrator and swap administrator (the “Master
      Servicer”,
      the
“Trust
      Administrator”
and
      the
“Swap
      Administrator”
in
      such
      capacities, respectively), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee
      (the “Trustee”),

     

    W I T N E S S E T H:

     

    In
      consideration of the mutual agreements herein contained, the parties hereto
      agree as follows:

     

    PRELIMINARY
      STATEMENT

     

     

    The
      Issuer intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple Classes, which in the
      aggregate will evidence the entire beneficial ownership interest in the Trust
      Fund created hereunder. The Certificates will consist of twenty-two Classes
      of
      Certificates, designated as (i) the Class 1-A-1 and Class 1-A-2 Certificates,
      (ii) the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates,
      (iii) the 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 and Class M-10 Certificates, (iv) the Class
      C
      Certificates, (v) the Class P Certificates and (vi) the Class R and Class R-X
      Certificates. The descriptions of REMIC I, REMIC II, REMIC III,
      REMIC IV, REMIC V and REMIC VI that follow are part of the
      Preliminary Statement. Any inconsistencies or ambiguities in this Agreement
      or
      in the administration of this Agreement shall be resolved in a manner that
      preserves the validity of such REMIC elections described below.

     

     

    REMIC I

     

    As
      provided herein, the Trust Administrator will make an election to treat the
      assets of the Trust Fund, other than the Swap Agreement, the Swap Account,
      the
      Net WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts
      and
      any Servicer Prepayment Payment Amounts as a real estate mortgage investment
      conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of
      assets will be designated as “REMIC I.” The Class R-I Interest will
      represent the sole class of “residual interests” in REMIC I for purposes of
      the REMIC Provisions under federal income tax law. Interest on all Classes
      of
      REMIC I Regular Interests will be calculated on the basis of a 360-day year
      consisting of twelve 30-day months.

     

    The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC I Pass-Through Rate, the initial Uncertificated Principal Balance,
      and solely for purposes of satisfying Treasury Regulations Section
      1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the
      REMIC I Interests. None of the REMIC I Regular Interests shall be
      certificated.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Designation

            	 	
              Initial
                Uncertificated Balance

            	 	
              Uncertificated
                REMIC I Pass-Through Rate

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 	 
	
              I

            	 	
              $

            	
              39,065,857.41

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-1-A

            	 	
              $

            	
              4,252,841.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-1-B

            	 	
              $

            	
              4,252,841.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-2-A

            	 	
              $

            	
              4,826,641.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-2-B

            	 	
              $

            	
              4,826,641.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-3-A

            	 	
              $

            	
              5,391,731.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-3-B

            	 	
              $

            	
              5,391,731.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-4-A

            	 	
              $

            	
              5,945,983.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-4-B

            	 	
              $

            	
              5,945,983.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-5-A

            	 	
              $

            	
              6,487,282.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-5-B

            	 	
              $

            	
              6,487,282.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-6-A

            	 	
              $

            	
              7,013,536.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-6-B

            	 	
              $

            	
              7,013,536.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-7-A

            	 	
              $

            	
              7,524,663.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-7-B

            	 	
              $

            	
              7,524,663.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-8-A

            	 	
              $

            	
              11,218,202.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-8-B

            	 	
              $

            	
              11,218,202.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-9-A

            	 	
              $

            	
              11,898,892.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-9-B

            	 	
              $

            	
              11,898,892.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-10-A

            	 	
              $

            	
              12,417,383.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-10-B

            	 	
              $

            	
              12,417,383.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-11-A

            	 	
              $

            	
              12,888,636.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-11-B

            	 	
              $

            	
              12,888,636.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-12-A

            	 	
              $

            	
              13,313,701.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-12-B

            	 	
              $

            	
              13,313,701.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-13-A

            	 	
              $

            	
              13,689,528.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-13-B

            	 	
              $

            	
              13,689,528.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-14-A

            	 	
              $

            	
              14,013,402.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-14-B

            	 	
              $

            	
              14,013,402.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-15-A

            	 	
              $

            	
              14,282,973.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-15-B

            	 	
              $

            	
              14,282,973.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-16-A

            	 	
              $

            	
              14,496,290.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-16-B

            	 	
              $

            	
              14,496,290.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-17-A

            	 	
              $

            	
              14,651,820.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-17-B

            	 	
              $

            	
              14,651,820.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-18-A

            	 	
              $

            	
              14,748,482.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-18-B

            	 	
              $

            	
              14,748,482.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-19-A

            	 	
              $

            	
              14,785,662.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-19-B

            	 	
              $

            	
              14,785,662.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-20-A

            	 	
              $

            	
              14,857,267.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-20-B

            	 	
              $

            	
              14,857,267.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-21-A

            	 	
              $

            	
              223,407,268.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-21-B

            	 	
              $

            	
              223,407,268.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-22-A

            	 	
              $

            	
              2,231,436.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-22-B

            	 	
              $

            	
              2,231,436.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-23-A

            	 	
              $

            	
              1,051,247.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-23-B

            	 	
              $

            	
              1,051,247.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-24-A

            	 	
              $

            	
              1,009,163.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-24-B

            	 	
              $

            	
              1,009,163.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-25-A

            	 	
              $

            	
              968,866.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-25-B

            	 	
              $

            	
              968,866.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-26-A

            	 	
              $

            	
              930,275.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-26-B

            	 	
              $

            	
              930,275.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-27-A

            	 	
              $

            	
              893,307.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-27-B

            	 	
              $

            	
              893,307.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-28-A

            	 	
              $

            	
              857,896.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-28-B

            	 	
              $

            	
              857,896.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-29-A

            	 	
              $

            	
              823,967.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-29-B

            	 	
              $

            	
              823,967.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-30-A

            	 	
              $

            	
              791,456.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-30-B

            	 	
              $

            	
              791,456.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-31-A

            	 	
              $

            	
              760,297.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-31-B

            	 	
              $

            	
              760,297.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-32-A

            	 	
              $

            	
              870,661.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-32-B

            	 	
              $

            	
              870,661.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-33-A

            	 	
              $

            	
              1,486,866.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-33-B

            	 	
              $

            	
              1,486,866.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-34-A

            	 	
              $

            	
              965,343.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-34-B

            	 	
              $

            	
              965,343.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-35-A

            	 	
              $

            	
              574,493.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-35-B

            	 	
              $

            	
              574,493.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-36-A

            	 	
              $

            	
              553,701.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-36-B

            	 	
              $

            	
              553,701.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-37-A

            	 	
              $

            	
              533,671.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-37-B

            	 	
              $

            	
              533,671.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-38-A

            	 	
              $

            	
              514,378.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-38-B

            	 	
              $

            	
              514,378.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-39-A

            	 	
              $

            	
              495,791.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-39-B

            	 	
              $

            	
              495,791.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-40-A

            	 	
              $

            	
              477,886.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-40-B

            	 	
              $

            	
              477,886.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-41-A

            	 	
              $

            	
              460,637.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-41-B

            	 	
              $

            	
              460,637.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-42-A

            	 	
              $

            	
              444,016.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-42-B

            	 	
              $

            	
              444,016.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-43-A

            	 	
              $

            	
              428,006.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-43-B

            	 	
              $

            	
              428,006.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-44-A

            	 	
              $

            	
              412,576.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-44-B

            	 	
              $

            	
              412,576.25

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-45-A

            	 	
              $

            	
              397,712.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-45-B

            	 	
              $

            	
              397,712.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-46-A

            	 	
              $

            	
              383,388.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-46-B

            	 	
              $

            	
              383,388.75

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-47-A

            	 	
              $

            	
              369,587.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-47-B

            	 	
              $

            	
              369,587.50

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-48-A

            	 	
              $

            	
              9,934,500.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              I-48-B

            	 	
              $

            	
              9,934,500.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            
	
              P

            	 	
              $

            	
              100.00

            	 	 	
              Variable
                (2

            	
              )

            	 	
              May
                2036

            


    

     ________________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date immediately following the maturity date for the Mortgage
      Loan
      with the latest maturity date has been designated as the “latest possible
      maturity date” for each REMIC I Regular Interest.

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC II

     

    As
      provided herein, the Trust Administrator shall elect to treat the segregated
      pool of assets consisting of the REMIC I Regular Interests as a REMIC for
      federal income tax purposes, and such segregated pool of assets shall be
      designated as “REMIC II.” The Class R-II Interest shall evidence the sole
      class of “residual interests” in REMIC II for purposes of the REMIC
      Provisions. The following table irrevocably sets forth the designation, the
      Uncertificated REMIC II Pass-Through Rate, the initial Uncertificated
      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 II Regular Interests (as defined herein). None of the REMIC II
      Regular Interests shall be certificated.

     

    
      	
              Designation

            	 	
              Initial
                Uncertificated Balance

            	 	
              Uncertificated
                REMIC II Pass-Through Rate

            	 	
              Latest
                Possible 

              Maturity
                Date (1)

            	 
	
              LTAA

            	 	
              $

            	
              962,881,857.26

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LT1A1

            	 	
              $

            	
              2,354,100.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LT1A2

            	 	
              $

            	
              588,470.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LT2A1

            	 	
              $

            	
              1,698,710.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LT2A2

            	 	
              $

            	
              1,151,010.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LT2A3

            	 	
              $

            	
              1,340,340.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LT2A4

            	 	
              $

            	
              423,030.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-1

            	 	
              $

            	
              717,250.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-2

            	 	
              $

            	
              196,510.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-3

            	 	
              $

            	
              181,770.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-4

            	 	
              $

            	
              176,860.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-5

            	 	
              $

            	
              162,120.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-6

            	 	
              $

            	
              157,210.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-7

            	 	
              $

            	
              132,640.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-8

            	 	
              $

            	
              108,080.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-9

            	 	
              $

            	
              83,520.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTM-10

            	 	
              $

            	
              98,250.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTZZ

            	 	
              $

            	
              10,080,780.15

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTIO

            	 	 	
              (3

            	
              )

            	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 
	
              LTP

            	 	
              $

            	
              100.00

            	 	 	
              Variable(2)

            	
               

            	 	
              May
                2036

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


      REMIC III

       

      As
        provided herein, the Trust Administrator shall make an election to treat
        the
        segregated pool of assets consisting of the REMIC II Regular Interests as a
        REMIC for federal income tax purposes, and such segregated pool of assets
        will
        be designated as “REMIC III.” The Class R-III Interest represents the sole
        class of “residual interests” in REMIC III for purposes of the REMIC
        Provisions. Interest on each class listed below (other than the Class C Interest
        or Class P Interest) will be calculated on the basis of the actual number
        of
        days in the related Accrual Period and a 360-day year. Interest on the Class
        C
        Interest will be calculated on the basis of a 360-day year consisting of
        twelve
        30-day months.

       

      Each
        class listed below, other than the Class R Certificates, represents ownership
        of
        a Regular Interest in REMIC III and also represents (i) the right to
        receive payments with respect to the Net WAC Rate Carryover Amount (as defined
        herein) and (ii) the obligation to pay Class IO Distribution Amounts (as
        defined
        herein). The Class C Interest and the Class P Interest do not represent rights
        or obligations in respect of (i) or (ii) above. The entitlement to principal
        of
        the Regular Interest which corresponds to each Certificate shall be equal
        in
        amount and timing to the entitlement to principal of such Certificate.


       

      The
        following table sets forth (or describes) the Class designation, Certificate
        Interest Rate, initial Class Certificate Balance or the REMIC III
        Uncertificated Balance for each Class of Certificates or REMIC III
        Uncertificated Regular Interest:

       

      
        	
                Class

              	
                Initial
                  Class Certificate Balance or

                Initial
                  REMIC III Uncertificated Balance

              	
                Certificate
                  Interest
                  Rate

              	
                Assumed
                  Final

                Maturity
                  Dates (1)

              
	
                1-A-1

              	
                $235,410,000

              	
                (2)

              	
                May
                  2036

              
	
                1-A-2

              	
                58,847,000

              	
                (2)

              	
                May
                  2036

              
	
                2-A-1

              	
                169,871,000

              	
                (2)

              	
                May
                  2036

              
	
                2-A-2

              	
                115,101,000

              	
                (2)

              	
                May
                  2036

              
	
                2-A-3

              	
                134,034,000

              	
                (2)

              	
                May
                  2036

              
	
                2-A-4

              	
                42,303,000

              	
                (2)

              	
                May
                  2036

              
	
                M-1

              	
                71,725,000

              	
                (2)

              	
                May
                  2036

              
	
                M-2

              	
                19,651,000

              	
                (2)

              	
                May
                  2036

              
	
                M-3

              	
                18,177,000

              	
                (2)

              	
                May
                  2036

              
	
                M-4

              	
                17,686,000

              	
                (2)

              	
                May
                  2036

              
	
                M-5

              	
                16,212,000

              	
                (2)

              	
                May
                  2036

              
	
                M-6

              	
                15,721,000

              	
                (2)

              	
                May
                  2036

              
	
                M-7

              	
                13,264,000

              	
                (2)

              	
                May
                  2036

              
	
                M-8

              	
                10,808,000

              	
                (2)

              	
                May
                  2036

              
	
                M-9

              	
                8,352,000

              	
                (2)

              	
                May
                  2036

              
	
                M-10

              	
                9,825,000

              	
                (2)

              	
                May
                  2036

              
	
                C
                  Interest

              	
                (3)

              	
                (3)

              	
                May
                  2036

              
	
                P
                  Interest

              	
                $100

              	
                (4)

              	
                May
                  2036

              
	
                Class
                  SWAP-IO Interest

              	
                N/A(5)

              	
                N/A(5)

              	
                May
                  2036

              
	
                R
                  

              	
                N/A

              	
                N/A

              	
                May
                  2036

              


      

       

      
        	(1)	
                Solely
                  for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the Distribution Date following the maturity date for the Mortgage
                  Loan
                  with the latest maturity date has been designated as the “latest possible
                  maturity date” for each Class of Certificates or REMIC III
                  Uncertificated Regular Interest, each of which represents one or
                  more of
                  the “regular interests” in
                  REMIC III.

              


      

       

      
        	(2)	
                A
                  variable rate calculated in accordance with the definition of
                  “Pass-Through Rate” herein.

              


      

       

      
        	(3)	
                The
                  Class C Interest will accrue interest at its Pass-Through Rate
                  on the
                  Notional Amount of the Class C Certificates outstanding from time
                  to time
                  which shall equal the aggregate of the Uncertificated Principal
                  Balances
                  of the REMIC II Regular Interests (other than REMIC II Regular
                  Interest LTP). The Class C Interest will have an initial Uncertificated
                  Balance equal to the Initial Overcollateralization Amount. The
                  Class C Interest will not accrue interest on its Uncertificated
                  Principal Balance. 

              


      

       

      
        	(4)	
                The
                  Class P Interest does not bear interest. The Class P Interest represents
                  the right to receive payments in respect of Prepayment
                  Premiums.

              


      

       

      
        	(5)	
                The
                  Class SWAP-IO Interest will not have a Pass-Through Rate or a Class
                  Certificate Balance, but will be entitled to 100% of amounts distributed
                  on REMIC II Regular Interest
                  LTIO.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC IV

      


      As
        provided herein, the Trust Administrator 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 IV.” The Class R-X-IV Interest represents the sole
        class of “residual interests” in REMIC IV for purposes of the REMIC
        Provisions. 

       

      The
        following table sets forth (or describes) the Class designation, Pass-Through
        Rate and initial Class Certificate Balance for the Class C Certificates that
        represents a “regular interest” in REMIC IV created hereunder:

       

      


      
        	
                 

                Class
                  Designation

              	 	
                Initial
                  Class

                Certificate
                  Balance

              	 	
                 

                Pass-Through
                  Rate

              	 	
                Assumed
                  Final

                Maturity
                  Date(1)

              
	 	 	 	 	 	 	 
	
                Class
                  C Certificate

              	 	
                (2)(3)

              	 	
                Variable(2)

              	 	
                May
                  2036

              


      

      ________________

       

      
        
          	(1)	
                  Solely
                    for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                    the Distribution Date following the maturity date for the Mortgage
                    Loan
                    with the latest maturity date has been designated as the “latest possible
                    maturity date” for the Class C
                    Certificates.

                


        

      

       

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

              


      

       

      
        	(3)	
                The
                  Certificate Principal Balance of the Class C Certificates shall
                  equal the
                  REMIC III Uncertificated Balance of the Class C Interest.
                  

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      REMIC V

       

      As
        provided herein, the Trust Administrator 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 V.” The Class R-X-V Interest represents the sole class
        of “residual interests” in REMIC V for purposes of the REMIC
        Provisions.

       

      The
        following table sets forth (or describes) the Class designation, Pass-Through
        Rate and initial Class Certificate Balance for the Class P Certificates that
        represents a “regular interest” in REMIC V created hereunder:

       

      
        	
                 

                Class
                  Designation

              	 	
                 

                Pass-Through
                  Rate

              	 	
                Class

                Certificate
                  Balance

              	 	
                Assumed
                  Final

                Maturity
                  Date(1)

              
	 	 	 	 	 	 	 
	
                Class
                  P Certificate

              	 	
                N/A

              	 	
                $100.00(2)

              	 	
                May
                  2036

              


      

      ________________

       

      
        	(1)	
                Solely
                  for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the Distribution Date following the maturity date for the Mortgage
                  Loan
                  with the latest maturity date has been designated as the “latest possible
                  maturity date” for the Class P
                  Certificates.

              


      

       

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

              


      

       

      


       

      REMIC VI

       

      As
        provided herein, the Trust Administrator shall make an election to treat
        the
        segregated pool of assets consisting of the Class SWAP-IO Interest as a REMIC
        for federal income tax purposes, and such segregated pool of assets shall
        be
        designated as “REMIC VI.” The Class R-X-VI Interest represents the sole
        class of “residual interests” in REMIC VI for purposes of the REMIC
        Provisions. The following table irrevocably sets forth the designation, the
        Pass-Through Rate, the initial aggregate 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 VII Regular
        Interest, which will be uncertificated.

       

      
        	
                Designation

              	 	
                Pass-Through
                  Rate

              	 	
                Initial
                  Aggregate

                Certificate
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                SWAP-IO

              	 	
                Variable(2)

              	 	
                N/A

              	 	
                May
                  2036

              	 


      

      ________________

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date immediately following the maturity date for the
                  Mortgage
                  Loan with the latest maturity date has been designated as the “latest
                  possible maturity date” for REMIC VI Regular Interest
                  SWAP-IO.

              
	
                (2)

              	
                REMIC VI
                  Regular Interest SWAP-IO shall receive 100% of amounts received
                  in respect
                  of the Class SWAP-IO Interest.

              


      

      


       

      As
        of the
        Cut-off Date, the Group 1 Mortgage Loans had an aggregate Stated Principal
        Balance equal to $382,650,004.53 and the Group 2 Mortgage Loans had an aggregate
        Stated Principal Balance equal to $599,882,602.88.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        minimum denomination for each Class of the Offered Certificates will be
        $25,000,
        with
        integral multiples of $1 in excess thereof except that one Certificate in
        each
        Class may be issued in a different amount;
        and
        provided that such Certificates must be purchased in minimum total investments
        of $100,000 per Class. The minimum denomination for (a) each of the
        Class P, Class R and Class R-X Certificates will be a 100% Percentage
        Interest in such Class and (b) the Class C Certificates will be a 10%
        Percentage Interest in such Class.

       

      Set
        forth
        below are designations of Classes of Certificates to the categories used
        herein:

       

      
        	
                Book-Entry
                  Certificates

              	
                All
                  Classes of Certificates other than the Physical
                  Certificates.

              
	 	 
	
                ERISA-Restricted
                  Certificates

              	
                The
                  Senior Certificates, Subordinate Certificates, Class R Certificates,
                  Class R-X Certificates, Class P Certificates and Class C
                  Certificates

              
	 	 
	
                LIBOR
                  Certificates

              	
                The
                  Senior Certificates and the Subordinate Certificates.

              
	 	 
	
                Mezzanine
                  Certificates

              	
                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 and Class M-10
                  Certificates.

              
	 	 
	
                Offered
                  Certificates

              	
                The
                  Senior Certificates and the Mezzanine Certificates.

              
	 	 
	
                Physical
                  Certificates

              	
                Class C,
                  Class P, Class R and Class R-X Certificates.

              
	 	 
	
                Private
                  Certificates

              	
                Class C,
                  Class P, Class R and Class R-X Certificates.

              
	 	 
	
                Rating
                  Agencies

              	
                Moody’s,
                  Standard & Poor’s and Fitch.

              
	 	 
	
                Regular
                  Certificates

              	
                All
                  Classes of Certificates other than the Class R and Class R-X
                  Certificates (exclusive of the right to receive any Net WAC Rate
                  Carryover
                  Amounts or the obligation to pay any Class IO Distribution Amount)
                  each of
                  which (other than the Class C and Class P Certificates) represents
                  a
                  regular interest in REMIC III for purposes of the REMIC Provisions.
                  The Class C Certificates represent a regular interest in REMIC IV for
                  purposes of the REMIC Provisions. The Class P Certificates represent
                  a
                  regular interest in REMIC V for purposes of the REMIC
                  Provisions.

              
	 	 
	
                Residual
                  Certificates

              	
                Class R
                  and Class R-X Certificates.

              
	 	 
	
                Senior
                  Certificates

              	
                Class
                  1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class
                  2-A-4
                  Certificates.

              
	 	 
	
                Subordinate
                  Certificates

              	
                The
                  Mezzanine Certificates and the Class C
                  Certificates.

              


      

       

      ARTICLE
        I

      DEFINITIONS

       

      Section
        1.01. Definitions.

       

      Whenever
        used in this Agreement, the following words and phrases, unless the context
        otherwise requires, shall have the following meanings:

       

      10-K
        Filing Deadline:
        As
        defined in Section 4.07(a)(iv)(A).

       

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

       

      30-Day
        Delinquency:
        Each
        Mortgage Loan with respect to which any portion of a Scheduled Payment is,
        as of
        the last day of the prior Due Period, one month past due (without giving
        effect
        to any grace period).

       

      Accepted
        Master Servicing Practices:
        With
        respect to any Mortgage Loan, as applicable, (1) either (x) those mortgage
        master servicing practices of prudent mortgage lending institutions which
        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) and (2) in
        accordance with applicable local, state and federal laws, rules and
        regulations.

       

      Accepted
        Servicing Practices:
        With
        respect to any Mortgage Loan, as applicable, (1) either (x) those mortgage
        servicing practices of prudent mortgage lending institutions which 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 Servicer, or (y) as provided in Section 3.01 hereof, but
        in no
        event below the standard set forth in clause (x) and
        (2) in accordance with applicable local, state and federal laws, rules and
        regulations.

       

      Account:
        Any of
        the Collection Account, the Distribution Account, the Swap Account, any Escrow
        Account or the Net WAC Rate Carryover Reserve Account. Each Account shall
        be an
        Eligible Account.

       

      Accrual
        Period:
        With
        respect to each Class of LIBOR Certificates and any Distribution Date, the
        period commencing on the Distribution Date occurring in the month preceding
        the
        month in which the current Distribution Date occurs and ending on the day
        immediately preceding the current Distribution Date (or, in the case of the
        first Distribution Date, the period from and including the Closing Date to
        but
        excluding such first Distribution Date). For purposes of computing interest
        accruals on each Class of LIBOR Certificates, each Accrual Period has the
        actual
        number of days in such month and each year is assumed to have 360 days. For
        purposes of computing interest accruals on the REMIC I Regular Interests
        and REMIC II Regular Interests, the Class C Interest and the Class C
        Certificates each Accrual Period will be the prior calendar month, and each
        such
        month is assumed to have 30 days and each year is assumed to have 360
        days.

       

      Additional
        Disclosure Notification:
        The
        meaning set forth in Section 4.07(a)(i). 

       

      Additional
        Form 10-D Disclosure:
        The
        meaning set forth in Section 4.07(a)(i).

       

      Additional
        Form 10-K Disclosure:
        The
        meaning set forth in Section 4.07(a)(iv).

       

      Adjustable
        Rate Mortgage Loan:
        An
        adjustable rate Mortgage Loan purchased pursuant to the Purchase
        Agreement.

       

      Adjusted
        Net Maximum Mortgage Interest Rate:
        As to
        each Mortgage Loan for any Distribution Date, a per annum rate equal to the
        applicable Maximum Mortgage Rate for such Mortgage Loan as of the first day
        of
        the month preceding the month in which such Distribution Date occurs minus
        the
        sum of (i) the Servicing Fee Rate and (ii) the Administration Fee
        Rate.

       

      Adjusted
        Net Mortgage Interest Rate:
        As to
        each Mortgage Loan for any Distribution Date, the per annum rate equal to
        the
        Mortgage Interest Rate for such Mortgage Loan as of the first day of the
        month
        preceding the month in which such Distribution Date occurs less the Expense
        Fee
        Rate.

       

      Adjusted
        Swap Notional Balance:
         With
        respect to each Distribution Date, an amount equal to the lesser of (a) the
        Scheduled Maximum Swap Notional Amount for the related Distribution Date
        multiplied by 250 and (b) the aggregate Certificate Principal Balance of
        the
        Offered Certificates for such Distribution Date.

       

      Adjustment
        Date:
        As to
        any Adjustable Rate Mortgage Loan, the first Due Date on which the related
        Mortgage Interest Rate adjusts as set forth in the related Mortgage Note
        and
        each Due Date thereafter on which the Mortgage Interest Rate adjusts as set
        forth in the related Mortgage Note.

       

      Administration
        Fee:
        With
        respect to any Distribution Date, an amount equal to one-twelfth of the
        Administration Fee Rate (without regards to the words “per annum” in the
        definition thereof) multiplied by the Principal Balance of the Mrotgage Loans
        as
        of the first day of the related Due Period.

       

      Administration
        Fee Rate:
        0.0085%
        per annum.

       

      Advance:
        Any
        P&I Advance, Servicing Advance or other advance made by the Master Servicer
        or the Servicer in respect of any Distribution Date pursuant to Section
        4.01.

       

      Advance
        Facility:
        A
        financing or other facility as described in Section 10.07.

       

      Advancing
        Person:
        The
        Person to whom the Servicer’s rights under this Agreement to be reimbursed for
        any P&I Advances or Servicing Advances have been assigned pursuant to
        Section 10.07.

       

      Adverse
        REMIC Event:
        As
        defined in Section 11.01(f) hereof.

       

      Affiliate:
        With
        respect to any Person, any other Person controlling, controlled by or under
        common control with such first Person. For the purposes of this definition,
        “control” means the power to direct the management and policies of such Person,
        directly or indirectly, whether through the ownership of voting securities,
        by
        contract or otherwise; and the terms “controlling” and “controlled” have
        meanings correlative to the foregoing.

       

      Agreement:
        This
        Pooling and Servicing Agreement and all amendments or supplements
        hereto.

       

      Allocated
        Realized Loss Amount:
        With
        respect to any Class of Mezzanine Certificates or the Class 1-A-2 Certificates
        and any Distribution Date, the amount, if any, equal to the sum of any Realized
        Losses allocated to that Class of Certificates on the Distribution Date and
        any
        Allocated Realized Loss Amounts for that Class remaining undistributed from
        the
        previous Distribution Date minus any Subsequent Recoveries applied to that
        Allocated Realized Loss Amount. 

       

      Appraised
        Value:
        With
        respect to any Mortgage Loan, the value of the related Mortgaged Property
        based
        upon the appraisal made for the originator at the time of origination of
        such
        Mortgage Loan or the sales price of such Mortgaged Property at such time
        of
        origination, whichever is less; provided, however, that in the case of a
        refinanced Mortgage Loan, such value is based solely upon the appraisal made
        at
        the time of origination of such refinanced Mortgage Loan.

       

      Assessment
        of Compliance:
        As
        defined in Section 3.23.

       

      Assignment
        of Mortgage:
        An
        assignment of the Mortgage, notice of transfer or equivalent instrument in
        recordable form (other than the assignee’s name and recording information not
        yet returned from the recording office), reflecting the sale of the Mortgage
        to
        the Trustee.

       

      Available
        Funds:
        With
        respect to any Distribution Date and the Mortgage Loans to the extent received
        by the Trust Administrator (x) the sum of (i) all scheduled
        installments of interest (net of the related Expense Fees) and principal
        due on
        the Due Date on such Mortgage Loans in the related Due Period and received
        on or
        prior to the related Determination Date, together with any P&I Advances in
        respect thereof; (ii) all Condemnation Proceeds, Insurance Proceeds and
        Liquidation Proceeds during the related Prepayment Period (in each case,
        net of
        unreimbursed expenses incurred in connection with a liquidation or foreclosure
        and unreimbursed Advances, if any); (iii) all partial or full prepayments
        on the Mortgage Loans received during the related Prepayment Period together
        with all Compensating Interest thereon and any amounts paid by the Servicer or
        Master Servicer in respect of Prepayment Interest Shortfalls for such
        Distribution Date pursuant to Sections 3.25 and 3A.12, respectively (excluding
        in each case Prepayment Premiums and any Prepayment Interest Excess); (iv)
        any
        Subsequent Recoveries, and (v) amounts received with respect to such
        Distribution Date as the Substitution Adjustment Amount or purchase price
        in
        respect of a Deleted Mortgage Loan or a Mortgage Loan repurchased by the
        Originator or the Depositor as of such Distribution Date; reduced by
        (y) amounts in reimbursement for P&I Advances and Servicing Advances
        previously made with respect to the Mortgage Loans and other amounts to which
        the Servicer, the Master Servicer, the Depositor, the Trust Administrator,
        the
        Trustee (or co-trustee) or the Swap Provider (including any Net Swap Payment
        owed to the Swap Provider or Swap Termination Payment owed to the Swap Provider
        other than termination payments resulting from a Swap Provider Trigger Event)
        are entitled to be paid or reimbursed pursuant to this Agreement.

       

      Back-Up
        Certification:
        As
        defined in Section 4.07(a)(iv).

       

      Base
        Rate:
        For any
        Distribution Date and any Class of LIBOR Certificates, the sum of (i) one-month
        LIBOR plus (ii) the related Certificate Margin. 

       

      Best’s:
        Best’s
        Key Rating Guide, as the same shall be amended from time to time.

       

      Book-Entry
        Certificates:
        As
        specified in the Preliminary Statement.

       

      Business
        Day:
        Any day
        other than (i) Saturday or Sunday, or (ii) a day on which banking and
        savings and loan institutions, in (a) the states of New York, Maryland,
        Minnesota and California, (b) the state in which the Servicer’s servicing
        operations are located, or (c) the state in which the Trustee’s operations
        are located, are authorized or obligated by law or executive order to be
        closed.

       

      Certificate:
        Any one
        of the Certificates executed by the Trust Administrator in substantially
        the
        forms attached hereto as exhibits.

       

      Certificate
        Margin:
        With
        respect to each Class of LIBOR Certificates, the following
        percentages:

       

      
        	 	
                On
                  or Prior to Optional Termination
                  Date

              	
                After
                  the Optional Termination
                  Date

              
	
                Class
                  1-A-1 Certificates

              	
                0.145%

              	
                0.290%

              
	
                Class
                  1-A-2 Certificates

              	
                0.195%

              	
                0.390%

              
	
                Class
                  2-A-1 Certificates

              	
                0.050%

              	
                0.100%

              
	
                Class
                  2-A-2 Certificates

              	
                0.100%

              	
                0.200%

              
	
                Class
                  2-A-3 Certificates

              	
                0.160%

              	
                0.320%

              
	
                Class
                  2-A-4 Certificates

              	
                0.250%

              	
                0.500%

              
	
                Class M-1
                  Certificates

              	
                0.300%

              	
                0.450%

              
	
                Class M-2
                  Certificates

              	
                0.320%

              	
                0.480%

              
	
                Class M-3
                  Certificates

              	
                0.380%

              	
                0.570%

              
	
                Class M-4
                  Certificates

              	
                0.400%

              	
                0.600%

              
	
                Class M-5
                  Certificates

              	
                0.500%

              	
                0.750%

              
	
                Class M-6
                  Certificates

              	
                0.930%

              	
                1.395%

              
	
                Class M-7
                  Certificates

              	
                1.100%

              	
                1.650%

              
	
                Class M-8
                  Certificates

              	
                1.900%

              	
                2.850%

              
	
                Class M-9
                  Certificates

              	
                2.500%

              	
                3.750%

              
	
                Class
                  M-10 Certificates

              	
                2.500%

              	
                3.750%

              


      

       

      Certificate
        Principal Balance:
        With
        respect to any Class of Certificates, other than the Class C, Class R or
        Class R-X Certificates, immediately prior to any Distribution Date will be
        equal
        to the Original Certificate Principal Balance thereof 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 the Class 1-A-2 Certificates, Realized
        Losses
        allocated thereto on all prior Distribution Dates (taking into account any
        increases in the Certificate Principal Balance thereof by any Subsequent
        Recoveries allocated to that class). The “Certificate Principal Balance” of the
        Class C Certificates as of any date of determination is equal to the excess,
        if
        any, of (a) the then aggregate Stated Principal Balance of the Mortgage Loans
        over (b) the then aggregate Certificate Principal Balance of the Offered
        Certificates and the Class P Certificates. The Class R or Class R-X Certificates
        will not have a Certificate Principal Balance.

       

      Certificate
        Interest Rate:
        With
        respect to each Distribution Date during the Accrual Period and each Class
        of
        LIBOR Certificates and the Class C Certificates, the related Pass-Through
        Rate.

       

      Certificate
        Owner:
        With
        respect to a Book-Entry Certificate, the Person who is the beneficial owner
        of
        such Book-Entry Certificate.

       

      Certificate
        Register:
        The
        register maintained pursuant to Section 5.02.

       

      Certificate
        Registrar: The
        registrar appointed pursuant to Section 5.02.

       

      Certificateholder
        or Holder:
        The
        person in whose name a Certificate is registered in the Certificate Register,
        except that, solely for the purpose of giving any consent pursuant to this
        Agreement, any Certificate registered in the name of the Depositor, the Master
        Servicer or the Servicer or any affiliate thereof shall be deemed not to
        be
        Outstanding and the Percentage Interest evidenced thereby shall not be taken
        into account in determining whether the requisite amount of Percentage Interests
        necessary to effect such consent has been obtained; provided, however, that
        if
        any such Person (including the Depositor) owns 100% of the Percentage Interests
        evidenced by a Class of Certificates, such Certificates shall be deemed to
        be
        Outstanding for purposes of any provision hereof that requires the consent
        of
        the Holders of Certificates of a particular Class as a condition to the
        taking of any action hereunder. The Trustee and the Trust Administrator are
        entitled to rely conclusively on a certification of the Depositor or any
        affiliate of the Depositor in determining which Certificates are registered
        in
        the name of an affiliate of the Depositor.

       

      Class:
        All
        Certificates bearing the same Class designation as set forth in the Preliminary
        Statement.

       

      Class
        1-A-1 Certificates:
        All
        Certificates bearing the Class designation of “Class 1-A-1 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount,
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      Class
        1-A-2 Certificates:
        All
        Certificates bearing the Class designation of “Class 1-A-2 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount,
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      Class 2-A
        Certificates:
        Any of
        the Class 2-A-1 Certificates, Class 2-A-2 Certificates, Class 2-A-3 Certificates
        and the Class 2-A-4 Certificates, as applicable.

       

      Class
        2-A-1 Certificates:
        All
        Certificates bearing the Class designation of “Class 2-A-1 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount,
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      Class
        2-A-2 Certificates:
        All
        Certificates bearing the Class designation of “Class 2-A-2 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount,
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      Class
        2-A-3 Certificates:
        All
        Certificates bearing the Class designation of “Class 2-A-3 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount,
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      Class
        2-A-4 Certificates:
        All
        Certificates bearing the Class designation of “Class 2-A-4 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (ii) the right to receive the Net WAC Rate Carryover Amount,
        and
        (iii) the obligation to pay the Class IO Distribution Amount.

       

      Class
        C Certificates:
        All
        Certificates bearing the Class designation of “Class C Certificates”
representing the right to distributions as set forth herein and therein and
        representing a regular interest in REMIC IV for purposes of the REMIC
        Provisions.

       

      Class
        C Interest:
        An
        uncertificated interest in the Trust Fund held by the Trustee on behalf of
        the
        holders of the Class C Certificate and representing the right to distributions
        as set forth herein and evidencing (i) a regular interest in REMIC III for
        purposes of the REMIC Provisions, (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
        Certificate Balance:
        With
        respect to any Class and as to any date of determination, the aggregate of
        the
        Certificate Principal Balances of all Certificates of such Class as of such
        date.

       

      Class
        C Distributable Amount:
        With
        respect to the Class C Interest and any Distribution Date, the sum of (i)
        the
        interest accrued on such Class C Interest at its Pass-Through Rate calculated
        on
        its Notional Amount less the amount (without duplication) of any Net WAC
        Rate
        Carryover Payments paid pursuant to Section 4.02(a)(iii) and less the amount
        applied as an Extra Principal Distribution Amount on such Distribution Date,
        (ii) any amount of the REMIC III Uncertificated Principal Balance of the
        Class C Interest remaining that is distributable as an Overcollateralization
        Release Amount and (iii) the aggregate of amounts remaining in the Net WAC
        Rate
        Carryover Reserve Accounts after the distributions in Sections
        4.02(a)(iii)(D)(1) and (2) and the Swap Account after distributions in Section
        4.02(e). With respect to the Class C Certificate, 100% of the amount distributed
        to the Class C Interest.

       

      Class
        IO Distribution Amount:
        As
        defined in Section 3.27(c) hereof. For purposes of clarity, the Class IO
        Distribution Amount for any Distribution Date shall equal the amount payable
        to
        the Swap Administrator on such Distribution Date in excess of the amount
        payable
        on the Class SWAP-IO Interest on such Distribution Date, all as further provided
        in Section 3.27(c) hereof.

       

      Class M-1
        Certificates:
        All
        Certificates bearing the Class designation of “Class M-1 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, an amount equal to 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)
        72.40% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) and (B) the aggregate Stated Principal Balance
        of the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) minus $4,912,663.

       

      Class M-2
        Certificates:
        All
        Certificates bearing the Class designation of “Class M-2 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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 Certificates:
        All
        Certificates bearing the Class designation of “Class M-3 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, the an amount equal to 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) 76.10% and
        (ii)
        the aggregate 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 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 approximately $4,912,663.

       

      Class M-4
        Certificates:
        All
        Certificates bearing the Class designation of “Class M-4 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, an amount equal to 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) 79.70%
        and
        (ii) the aggregate 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 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 approximately $4,912,663.

       

      Class M-5
        Certificates:
        All
        Certificates bearing the Class designation of “Class M-5 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, an amount equal to 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) 83.00% and (ii) the aggregate 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 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 approximately
        $4,912,663.

       

      Class
        M-6 Certificates:
        All
        Certificates bearing the Class designation of “Class M-6 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, an amount equal to 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) 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) 86.20%
        and
        (ii) the aggregate 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 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 approximately $4,912,663.

       

      Class M-7
        Certificates:
        All
        Certificates bearing the Class designation of “Class M-7 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, an amount equal to 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) 88.90% and (ii) the aggregate 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 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 approximately
        $4,912,663.

       

      Class M-8
        Certificates:
        All
        Certificates bearing the Class designation of “Class M-8 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, an amount equal to 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) and (viii) 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) 91.10% and
        (ii)
        the aggregate 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 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 approximately $4,912,663.

       

      Class
        M-9 Certificates:
        All
        Certificates bearing the Class designation of “Class M-9 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, an amount equal to 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) 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) 92.80% and (ii) the aggregate 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 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 approximately
        $4,912,663.

       

      Class
        M-10 Certificates:
        All
        Certificates bearing the Class designation of “Class M-10 Certificates”
representing the right to distributions as set forth herein and therein and
        representing (i) a regular interest in REMIC III for purposes of the REMIC
        Provisions, (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:
        With
        respect to any Distribution Date, an amount equal to 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) 94.80% and (ii) the aggregate
        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 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 approximately $4,912,663.

       

      Class P
        Certificates:
        All
        Certificates bearing the Class designation of “Class P
        Certificates”
        representing the right to distributions as set forth herein and therein and
        representing a regular interest in REMIC V
        for purposes of the REMIC Provisions.

       

      Class
        P Interest:
        An
        uncertificated interest in the Trust Fund held by the Trustee on behalf of
        the
        holders of the Class P Certificate representing the right to distributions
        as
        set forth herein and evidencing a regular interest in REMIC III for
        purposes of the REMIC Provisions.

       

      Class R
        Certificates:
        All
        Certificates bearing the Class designation of “Class R Certificates” and
        evidencing the ownership of the “residual interest” in each of REMIC I,
        REMIC II and REMIC III for purposes of the REMIC Provisions. The
        Class R Certificate represents the ownership of the Class R-I Interest, the
        Class R-II Interest and the Class R-III Interest.

       

      Class
        R-X Certificates:
        All
        Certificates bearing the Class designation of “Class R-X Certificates” and
        evidencing the ownership of the “residual interest” in each of REMIC IV and
        REMIC V for purposes of the REMIC Provisions. The Class R-X Certificate
        represents the ownership of the Class R-X-IV Interest, the Class R-X-V Interest
        and the Class R-X-VI Interest.

       

      Class R-I
        Interest:
        The
        residual interest in REMIC I for purposes of the REMIC
        Provisions.

       

      Class R-II
        Interest:
        The
        residual interest in REMIC II for purposes of the REMIC
        Provisions.

       

      Class
        R-III Interest:
        The
        residual interest in REMIC III for purposes of the REMIC
        Provisions.

       

      Class
        R-X-IV Interest:
        The
        residual interest in REMIC IV for purposes of the REMIC
        Provisions.

       

      Class
        R-X-V Interest:
        The
        residual interest in REMIC V for purposes of the REMIC
        Provisions.

       

      Class
        R-X-VI Interest:
        The
        residual interest in REMIC VI for purposes of the REMIC Provisions.


       

      Class
        SWAP-IO Interest:
        An
        uncertificated interest in the Trust Fund evidencing a regular interest in
        REMIC III for purposes of the REMIC Provisions.

       

      Closing
        Date:
        May 10,
        2006.

       

      Code:
        The
        Internal Revenue Code of 1986, including any successor or amendatory
        provisions.

       

      Collection
        Account:
        As
        defined in Section 3.10.

       

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

       

      Compensating
        Interest:
        For any
        Distribution Date, the lesser of (a) the Prepayment Interest Shortfall, if
        any, for such Distribution Date, with respect to voluntary Principal Prepayments
        in full by the Mortgagor (excluding any payments made upon liquidation of
        the
        Mortgage Loan), and (b) the amount of the Servicing Fee payable to the
        Servicer for such Distribution Date.

       

      Condemnation
        Proceeds:
        All
        awards, compensation and/or settlements in respect of a Mortgaged Property,
        whether permanent or temporary, partial or entire, by exercise of the power
        of
        eminent domain or condemnation.

       

      Corporate
        Trust Office.
        The
        designated office of the Trustee or the Trust Administrator, as the case
        may be,
        at which at any particular time its corporate trust business with respect
        to
        this Agreement is administered, which office at the date of the execution
        of
        this Agreement is located at (i) with respect to the Trustee, HSBC Bank USA,
        National Association, 452 Fifth Avenue, New York, New York 10018, 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 purposes, Sixth Street and
        Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
        Services-Fremont 2006-A, (B) for matters relating to the Custodial Files,
        24
        Executive Park, Suite 100, Irvine, California 92614, Attention: Fremont 2006-A,
        and (C) for all other purposes, 9062 Old Annapolis Road, Columbia, Maryland
        21045 Attn: Client Manager-Fremont 2006-A, facsimile no. (410) 715-2380 and
        which is the address to which notices to and correspondence with the Trust
        Administrator should be directed.

       

      Corresponding
        Class:
        The
        Class of interests in one Trust REMIC created under this Agreement that
        corresponds to the Class of interests in the other Trust REMIC or to a Class
        of
        Certificates in the manner set out below:

       

      
        	
                Corresponding
                  REMIC II Classes

              	
                Corresponding
                  REMIC III Classes

              
	
                LT1A1

              	
                Class
                  1-A-1 Certificates

              
	
                LT1A2

              	
                Class
                  1-A-2 Certificates

              
	
                LT2A1

              	
                Class
                  2-A-1 Certificates

              
	
                LT2A2

              	
                Class
                  2-A-2 Certificates

              
	
                LT2A3

              	
                Class
                  2-A-3 Certificates

              
	
                LT2A4

              	
                Class
                  2-A-4 Certificates

              
	
                LTM-1

              	
                Class
                  M-1 Certificates

              
	
                LTM-2

              	
                Class
                  M-2 Certificates

              
	
                LTM-3

              	
                Class
                  M-3 Certificates

              
	
                LTM-4

              	
                Class
                  M-4 Certificates

              
	
                LTM-5

              	
                Class
                  M-5 Certificates

              
	
                LTM-6

              	
                Class
                  M-6 Certificates

              
	
                LTM-7

              	
                Class
                  M-7 Certificates

              
	
                LTM-8

              	
                Class
                  M-8 Certificates

              
	
                LTM-9

              	
                Class
                  M-9 Certificates

              
	
                LTB1

              	
                Class
                  B1 Certificates

              
	
                LTB2

              	
                Class
                  B2 Certificates

              
	
                LTB3

              	
                Class
                  B3 Certificates

              
	
                LTB4

              	
                Class
                  B4 Certificates

              
	
                LTP

              	
                Class
                  P Interest

              
	
                N/A

              	
                Class
                  C Interest

              
	
                LTIO

              	
                Class
                  Swap-IO Interest

              


      

      


       

      With
        respect to the Class C Interest and the Class P Interest, the Class C
        Certificates and the Class P Certificates, respectively.

       

      Credit
        Enhancement Percentage:
        With
        respect to any Distribution Date, the percentage obtained by dividing (x)
        the
        aggregate Certificate Principal Balance of the Subordinate Certificates by
        (y)
        the aggregate Stated Principal Balance of the Mortgage Loans calculated prior
        to
        taking into account distributions of principal on the Mortgage Loans and
        distribution of the Principal Distribution Amount to the Holders of the
        Certificates then entitled to distributions of principal on such Distribution
        Date.

       

      Current
        Interest:
        With
        respect to any Distribution Date for each Class of the LIBOR Certificates,
        the
        aggregate amount of interest accrued during the related Accrual Period at
        the
        applicable Pass-Through Rate on the related Class Certificate Balance
        immediately prior to such Distribution Date, as reduced by such Class’s share of
        Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for
        the
        related Due Period allocated to such Class pursuant to
        Section 4.02.

       

      Custodial
        File:
        With
        respect to each Mortgage Loan, the file retained by the Trust Administrator
        consisting of items (a) - (h) as listed on Exhibit K
        hereto.

       

      Cut-off
        Date:
        With
        respect to each Mortgage Loan (other than a Qualified Substitute Mortgage
        Loan),
        May 1, 2006. With respect to all Qualified Substitute Mortgage Loans, their
        respective dates of substitution. References herein to the “Cut-off Date,” when
        used with respect to more than one Mortgage Loan, shall be to the respective
        Cut-off Dates for such Mortgage Loans.

       

      Cut-off
        Date Pool Principal Balance:
        The
        aggregate Stated Principal Balances of all Mortgage Loans as of the close
        of
        business on the Cut-off Date (after giving effect to payments of principal
        due
        on that date).

       

      Data
        Tape Information:
        The
        information provided by the Originator as of the Cut-off Date to the Depositor
        setting forth the following information with respect to each Mortgage Loan:
        (1) the
        Originator’s Mortgage Loan identifying number; (2) the
        Mortgagor’s name; (3) the
        street address of the Mortgaged Property including the city, state and zip
        code;
(4) a
        code indicating whether the Mortgaged Property is owner-occupied, a second
        home
        or investment property; (5) the
        number and type of residential units constituting the Mortgaged Property
        (i.e.,
        a single family residence, a 2-4 family residence, a unit in a condominium
        project or a unit in a planned unit development, manufactured housing);
(6) the
        original months to maturity or the remaining months to maturity from the
        Cut-off
        Date, in any case based on the original amortization schedule and, if different,
        the maturity expressed in the same manner but based on the actual amortization
        schedule; (7) the
        Loan-to-Value Ratio at origination; (8) the
        Mortgage Interest Rate as of the Cut-off Date; (9) the
        date on which the Scheduled Payment was due on the Mortgage Loan and, if
        such
        date is not consistent with the Due Date currently in effect, such Due Date;
        (10) the
        stated maturity date; (11) the
        amount of the Scheduled Payment as of the Cut-off Date; (12) the
        last payment date on which a Scheduled Payment was actually applied to pay
        interest and, if applicable, the outstanding principal balance; (13) the
        original principal amount of the Mortgage Loan; (14) the
        principal balance of the Mortgage Loan as of the close of business on the
        Cut-off Date, after deduction of payments of principal due and collected
        on or
        before the Cut-off Date; (15) with
        respect to Adjustable Rate Mortgage Loans, the Adjustment Date; (16) with
        respect to Adjustable Rate Mortgage Loans, the Gross Margin; (17) with
        respect to Adjustable Rate Mortgage Loans, the Lifetime Rate Cap under the
        terms
        of the Mortgage Note; (18) with
        respect to Adjustable Rate Mortgage Loans, a code indicating the type of
        Index;
(19) with
        respect to Adjustable Rate Mortgage Loans, the Periodic Mortgage Interest
        Rate
        Cap under the terms of the Mortgage Note; (20) the
        type of Mortgage Loan (i.e., fixed rate, adjustable rate, first lien);
(21) a
        code indicating the purpose of the loan (i.e., purchase, rate and term
        refinance, equity take-out refinance); (22) a
        code indicating the documentation style (i.e., full documentation, easy
        documentation or stated income); (23) the
        loan credit classification (as described in the Underwriting Guidelines);
        (24) whether
        such Mortgage Loan provides for a Prepayment Premium; (25) the
        Prepayment Premium period of such Mortgage Loan, if applicable; (26) a
        description of the Prepayment Premium, if applicable; (27) the
        Mortgage Interest Rate as of origination; (28) the
        credit risk score at origination; (29) the
        date of origination; (30) the
        Mortgage Interest Rate adjustment period; (31)the
        Minimum Mortgage Interest Rate; (32) the
        Mortgage Interest Rate calculation method (i.e., 30/360, simple interest,
        other); (33) a
        code indicating whether the Mortgage Loan is a High Cost Mortgage Loan;
(34) a
        code indicating whether the Mortgage Loan has been modified; (35) the
        current Loan-to-Value Ratio; (36) [Reserved];
        (37) the
        Due Date for the first Scheduled Payment; (38) the
        original Scheduled Payment due; (39) with
        respect to the related Mortgagor, the debt-to-income ratio; (40) the
        Appraised Value of the Mortgaged Property; (41) the
        sales price of the Mortgaged Property if the Mortgage Loan was originated
        in
        connection with the purchase of the Mortgaged Property; (42) the
        MERS identification number; and (43) a
        code indicating if a Mortgage Loan is a 30-Day Delinquency. With respect
        to the
        Mortgage Loans in the aggregate: (44) the
        number of Mortgage Loans; (45) the
        current aggregate outstanding principal balance of the Mortgage Loans;
(46) the
        weighted average Mortgage Interest Rate of the Mortgage Loans; and (47) the
        weighted average maturity of the Mortgage Loans.

       

      Debt
        Service Reduction:
        With
        respect to any Mortgage Loan, a reduction by a court of competent jurisdiction
        in a proceeding under the United States Bankruptcy Code in the Scheduled
        Payment
        for such Mortgage Loan which became final and non-appealable, except for
        such a
        reduction resulting from a Deficient Valuation or any reduction that results
        in
        a permanent forgiveness of principal.

       

      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
        principal balance of the Mortgage Loan, which valuation results from a
        proceeding initiated under the United States Bankruptcy Code.

       

      Definitive
        Certificates:
        Any
        Certificate evidenced by a Physical Certificate and any Certificate issued
        in
        lieu of a Book-Entry Certificate pursuant to Section 5.02(e).

       

      Deleted
        Mortgage Loan:
        As
        defined in Section 2.03(c).

       

      Delinquency
        Percentage:
        With
        respect to any month, the quotient (expressed as a percentage) of (1) the
        Stated
        Principal Balance of the 60+ Day Delinquent Mortgage Loans, divided by (2)
        the
        aggregate Stated Principal Balance of the Mortgage Loans as of the last day
        of
        the related month, not including in both (1) and (2) a liquidated mortgage
        loan
        as of the end of the Prepayment Period.

       

      Denomination:
        With
        respect to each Certificate, the amount set forth on the face thereof as
        the
“Initial Certificate Balance of this Certificate” or the Percentage Interest
        appearing on the face thereof.

       

      Depositor:
        Financial Asset Securities Corp., a Delaware corporation, and its successors
        in
        interest.

       

      Depository:
        The
        initial Depository shall be The Depository Trust Company, the nominee of
        which
        is CEDE & Co., as the registered Holder of the Book-Entry Certificates. The
        Depository shall at all times be a “clearing corporation” as defined in
        Section 8-102(a)(5) of the Uniform Commercial Code of the State of New
        York.

       

      Depository
        Institution:
        Any
        depository institution or trust company, including the Trustee, that (a) is
        incorporated under the laws of the United States of America or any State
        thereof, (b) is subject to supervision and examination by federal or state
        banking authorities and (c) has outstanding unsecured commercial paper or
        other short-term unsecured debt obligations that are rated P-1 by Moody’s and
        A-1 by Standard & Poor’s.

       

      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 each 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.

       

      Distribution
        Account:
        The
        separate Eligible Account created and maintained by the Trust Administrator
        pursuant to Section 3.27(b) in the name of the Trust Administrator for the
        benefit of the Certificateholders and designated “Wells Fargo Bank, N.A. in
        trust for registered holders of Fremont Home Loan Trust 2006-A Mortgage-Backed
        Certificates, Series 2006-A.” Funds in the Distribution Account shall be
        held in trust for the Certificateholders for the uses and purposes set forth
        in
        this Agreement and may be invested in Permitted Investments.

       

      Distribution
        Date:
        The
        25th
        day of
        each calendar month after the initial issuance of the Certificates, or if
        such
        day is not a Business Day, the next succeeding Business Day, commencing in
        June
        2006.

       

      Document
        Certification and Exception Report:
        The
        report attached to Exhibit F hereto.

       

      Downgrade
        Provisions:
        As
        defined in the Swap Agreement. In summary, the Downgrade Provisions provide
        that
        if the Swap Provider's long-term credit ratings fall below the levels specified
        in the Swap Agreement, the Swap Provider will be required, subject to the
        Rating
        Agency Condition (as defined in the Swap Agreement) to (1) post collateral
        securing its obligations under the Swap Agreement, (2) obtain a substitute
        Swap
        Provider acceptable to the Rating Agencies that will assume the obligations
        of
        the Swap Provider under the Swap Agreement, (3) obtain a guaranty or contingent
        agreement of the Swap Provider's obligations under the Swap Agreement from
        another person acceptable to the Rating Agencies or (4) establish any other
        arrangement sufficient to restore the credit rating of the Senior and
        Subordinate Certificates, all as provided in the Swap Agreement 

       

      Due
        Date:
        The day
        of the month on which the Scheduled Payment is due on a Mortgage Loan, exclusive
        of any days of grace.

       

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

       

      Eligible
        Account:
        Either
        (i) an account 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 a
        subsidiary of a holding company, the short-term unsecured debt obligations
        of
        such holding company) are rated A-1 by Standard & Poor’s and P-1 by Moody’s
        (and a comparable rating if another Rating Agency is specified by the Depositor
        by written notice to the Servicer) at the time any amounts are held on deposit
        therein, (ii) a trust account or accounts maintained with a federal or
        state chartered depository institution or trust company acting in its fiduciary
        capacity or (iii) any other account acceptable to each Rating Agency.
        Eligible Accounts may bear interest, and may include, if otherwise qualified
        under this definition, accounts maintained with the Trustee.

       

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

       

      ERISA-Restricted
        Certificate:
        As
        specified in the Preliminary Statement.

       

      Escrow
        Account:
        The
        Eligible Account or Accounts established and maintained pursuant to
        Section 3.09(b).

       

      Escrow
        Payments:
        As
        defined in Section 3.09(b) of this Agreement.

       

      Event
        of Default:
        Any (i)
        Servicer Event of Default or (ii) Master Servicer Event of Termination, each
        as
        defined in Section 7.01.

       

      Excess
        Cashflow:
        As to
        any Distribution Date, an amount equal to the excess if any, of (i) the
        interest collected on the Mortgage Loans received by the Servicer on or prior
        to
        the related Determination Date or advanced by the Servicer for the related
        Remittance Date (net of Expense Fees) over (ii) the sum of the amounts
        payable to the Classes of Certificates on such Distribution Date pursuant
        to
        Section 4.02(a)(i).

       

      Excess
        Overcollateralized Amount:
        With
        respect to any Distribution Date, the excess, if any, of (a) the
        Overcollateralized Amount on such Distribution Date over (b) the
        Overcollateralization Target Amount for such Distribution Date.

       

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

       

      Expense
        Fee Rate:
        As to
        each Mortgage Loan, a per annum rate equal to the sum of (i) the Servicing
        Fee
        Rate and (ii) the Administration Fee Rate.

       

      Expense
        Fees:
        As to
        each Mortgage Loan, the Servicing Fee and the Administration Fee.

       

      Extra
        Principal Distribution Amount:
        As of
        any Distribution Date, the lesser of (x) the sum of (A) Net Monthly Excess
        Cashflow for such Distribution Date and (B) any amounts received under the
        Interest Rate Swap Agreement for this purpose and (y) the
        Overcollateralization Deficiency Amount for such Distribution Date.

       

      FDIC:
        The
        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 as contemplated
        by
        this Agreement), a determination made by the Servicer that all Insurance
        Proceeds, Condemnation 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 and deliver a certificate of a Servicing Officer
        evidencing such determination to the Master Servicer.

       

      Final
        Scheduled Distribution Date:
        The
        Final Scheduled Distribution Date for each Class of Certificates is the
        Distribution Date occurring in May 2036.

       

      Fitch:
        Fitch,
        Inc. If Fitch is designated as a Rating Agency in the Preliminary Statement,
        for
        purposes of Section 10.05(b) the address for notices to Fitch shall be
        Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention:
        Residential Mortgage Pass-Through Group, or such other address as Fitch may
        hereafter furnish to the Depositor, the Servicer, the Master Servicer, the
        Trust
        Administrator and the Trustee.

       

      Fixed
        Payer Rate:
        5.324%.

       

      Form
        8-K Disclosure Information:
        As
        defined in Section 4.07(a)(iii).

       

      Formula
        Rate:
        With
        respect to each Class of LIBOR Certificates, the lesser of (a) the Base Rate
        for
        such Class or (b) the Maximum Cap Rate.

       

      Fremont:
        Fremont
        Investment & Loan, a California state chartered industrial bank, and its
        successors in interest.

       

      Gross
        Margin:
        With
        respect to each Adjustable Rate Mortgage Loan, the fixed percentage amount
        set
        forth in the related Mortgage Note to be added to the applicable Index to
        determine the Mortgage Interest Rate.

       

      Group
        1 Allocation Percentage:
        With
        respect to any Distribution Date, the percentage equivalent of a fraction,
        the
        numerator of which is (i) the Group 1 Principal Remittance Amount for such
        Distribution Date, and the denominator of which is (ii) the Principal Remittance
        Amount for such Distribution Date.

       

      Group
        1 Basic Principal Distribution Amount:
        With
        respect to any Distribution Date, the excess of (i) the Group 1 Principal
        Remittance Amount for such Distribution Date over (ii) the Overcollateralization
        Release Amount, if any, for such Distribution Date multiplied by the
        Group 1 Allocation Percentage.

       

      Group
        1 Certificates:
        The
        Class 1-A-1 Certificates and the Class 1-A-2 Certificates.

       

      Group
        1 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 1 Mortgage Loans, reduced by the pro rata portion of the amounts
        specified in clause (y) of the definition of Available Funds for such
        Distribution Date.

       

      Group
        1 Mortgage Loans:
        The
        Mortgage Loans identified on the Mortgage Loan Schedule as Group 1 Mortgage
        Loans.

       

      Group
        1 Principal Distribution Amount:
        With
        respect to any Distribution Date is the sum of (i) the Group 1 Basic Principal
        Distribution Amount for such Distribution Date and (ii) the Extra Principal
        Distribution Amount for such Distribution Date multiplied by the Group 1
        Allocation Percentage.

       

      Group
        1 Principal Remittance Amount:
        With
        respect to any Distribution Date, the sum of (i) all scheduled payments of
        principal collected or advanced on the Group 1 Mortgage Loans by the Servicer
        that were due during the related Due Period, (ii) the principal portion of
        all
        partial and full principal prepayments of the Group 1 Mortgage Loans applied
        by
        the Servicer during such Prepayment Period, (iii) the principal portion of
        all
        related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
        received during such Prepayment Period with respect to the Group 1 Mortgage
        Loans, (iv) that portion of the Purchase Price, representing principal of
        any
        repurchased Group 1 Mortgage Loan, deposited to the Collection Account during
        such Prepayment Period, (v) the principal portion of any related Substitution
        Adjustments deposited in the Collection Account during such Prepayment Period
        with respect to the Group 1 Mortgage Loans and (vi) on the Distribution Date
        on
        which the Trust is to be terminated in accordance with the Pooling Agreement,
        that portion of the Termination Price, representing principal with respect
        to
        the Group 1 Mortgage Loans.

       

      Group
        1 Senior Principal Distribution Amount:
        An
        amount equal to the excess of (x) the aggregate Certificate Principal Balance
        of
        the Group 1 Certificates immediately prior to such Distribution Date over
        (y)
        the lesser of (A) the product of (i) 53.80% and (ii) the aggregate Stated
        Principal Balance of the Group 1 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 1 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 $1,913,250.

       

      Group
        2 Allocation Percentage:
        With
        respect to any Distribution Date, the percentage equivalent of a fraction,
        the
        numerator of which is (i) the Group 2 Principal Remittance Amount for such
        Distribution Date, and the denominator of which is (ii) the Principal Remittance
        Amount for such Distribution Date.

       

      Group
        2 Basic Principal Distribution Amount:
        With
        respect to any Distribution Date, the excess of (i) the Group 2 Principal
        Remittance Amount for such Distribution Date over (ii) the Overcollateralization
        Release Amount, if any, for such Distribution Date multiplied by the Group
        2
        Allocation Percentage.

       

      Group
        2 Certificates:
        The
        Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates.

       

      Group
        2 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 2 Mortgage Loans, reduced by the pro rata portion of the amounts
        specified in clause (y) of the definition of Available Funds for such
        Distribution Date.

       

      Group
        2 Mortgage Loans:
        The
        Mortgage Loans identified on the Mortgage Loan Schedule as Group 2 Mortgage
        Loans.

       

      Group
        2 Principal Distribution Amount:
        With
        respect to any Distribution Date is the sum of (i) the Group 2 Basic Principal
        Distribution Amount for such Distribution Date and (ii) the Extra Principal
        Distribution Amount for such Distribution Date multiplied by the Group 2
        Allocation Percentage.

       

      Group
        2 Principal Remittance Amount:
        With
        respect to any Distribution Date, the sum of (i) all scheduled payments of
        principal collected or advanced on the Group 2 Mortgage Loans by the Servicer
        that were due during the related Due Period, (ii) the principal portion of
        all
        partial and full principal prepayments of the Group 2 Mortgage Loans applied
        by
        the Servicer during such Prepayment Period, (iii) the principal portion of
        all
        related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
        received during such Prepayment Period with respect to the Group 2 Mortgage
        Loans, (iv) that portion of the Purchase Price, representing principal of
        any
        repurchased Group 2 Mortgage Loan, deposited to the Collection Account during
        such Prepayment Period, (v) the principal portion of any related Substitution
        Adjustments deposited in the Collection Account during such Prepayment Period
        with respect to the Group 2 Mortgage Loans and (vi) on the Distribution Date
        on
        which the Trust is to be terminated in accordance with the Pooling Agreement,
        that portion of the Termination Price, representing principal with respect
        to
        the Group 2 Mortgage Loans.

       

      Group
        2 Senior Principal Distribution Amount:
        An
        amount equal to the excess of (x) the aggregate Certificate Principal Balance
        of
        the Group 2 Certificates immediately prior to such Distribution Date over
        (y)
        the lesser of (A) the product of (i) 53.80% and (ii) the aggregate Stated
        Principal Balance of the Group 2 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 2 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 $2,999,413.

       

      High
        Cost Mortgage Loan:
        A
        Mortgage Loan classified as (a) a “high cost” loan under the Home Ownership
        and Equity Protection Act of 1994, (b) a “high cost,” “threshold,”
“covered” or “predatory” loan under any other applicable state, federal 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)
        or
        (c) a High Cost Loan or Covered Loan as defined in the Standard & Poor’s
        LEVELS® Glossary attached as Exhibit P (the “Glossary”) where (x) a “High Cost
        Loan” is each loan identified in the column “Category under applicable
        anti-predatory lending law” of the table entitled “Standard & Poor’s High
        Cost Loan Categorization” in the Glossary as each such loan is defined in the
        applicable anti-predatory lending law of the State or jurisdiction specified
        in
        such table and (y) “Covered Loan” is each loan identified in the column
“Category under applicable anti-predatory lending law” of the table entitled
“Standard & Poor’s High Covered Loan Categorization” in the Glossary as each
        such loan is defined in the applicable anti-predatory lending law of the
        State
        of jurisdiction specified in such table.

       

      Index:
        As to
        each Adjustable Rate Mortgage Loan, the index from time to time in effect
        for
        the adjustment of the Mortgage Interest Rate set forth as such on the related
        Mortgage Note.

       

      Initial
        Mortgage Interest Rate Cap:
        With
        respect to each Adjustable Rate Mortgage Loan, the absolute maximum amount
        set
        forth in a provision of each Mortgage Note by which the Mortgage Interest
        Rate
        therein may increase or decrease on the first Adjustment Date above or below
        the
        Mortgage Interest Rate previously in effect.

       

      Initial
        Overcollateralization Amount:
        $25,545,507.41.

       

      Insurance
        Policy:
        With
        respect to any Mortgage Loan included in the Trust Fund, any insurance policy,
        including all riders and endorsements thereto in effect, including any
        replacement policy or policies for any Insurance Policies.

       

      Insurance
        Proceeds:
        The
        proceeds of any title policy, hazard policy or other insurance policy covering
        a
        Mortgage Loan, to the extent such proceeds are not to be applied to the
        restoration of the related Mortgaged Property or released to the mortgagor
        in
        accordance with the procedures that 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.

       

      Investment
        Account:
        As
        defined in Section 3.12(a).

       

      Issuer:
        Fremont
        Home Loan Trust 2006-A,

       

      Late
        Collections:
        With
        respect to any Mortgage Loan and any Due Period, all amounts received after
        the
        Remittance Date immediately following such Due Period, whether as late payments
        of Scheduled Payments or as Insurance Proceeds, Condemnation 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 for such Due
        Period
        and not previously recovered.

       

      LIBOR:
        With
        respect to any Accrual Period for the LIBOR Certificates, the rate determined
        by
        the Trust Administrator on the related LIBOR Determination Date on the basis
        of
        the offered rate for one-month U.S. dollar deposits as such rate appears
        on
        Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided,
        that if
        such rate does not appear on Telerate Page 3750, the rate for such date will
        be
        determined on the basis of the rates at which one-month U.S. dollar deposits
        are
        offered by the Reference Banks at approximately 11:00 a.m. (London time)
        on such
        date to prime banks in the London interbank market. In such event, the Trust
        Administrator will request the principal London office of each of the Reference
        Banks to provide a quotation of its rate. If at least two such quotations
        are
        provided, the rate for that date will be the arithmetic mean of the quotations
        (rounded upwards if necessary to the nearest whole multiple of 1/16%). If
        fewer
        than two quotations are provided as requested, the rate for that date will
        be
        the arithmetic mean of the rates quoted by major banks in New York City,
        selected by the Trust Administrator (after consultation with the Depositor),
        at
        approximately 11:00 a.m. (New York City time) on such date for one-month
        U.S.
        dollar loan to leading European banks.

       

      LIBOR
        Determination Date:
        With
        respect to any Accrual Period for the LIBOR Certificates, the second London
        Business Day preceding the commencement of such Accrual Period.

       

      Lifetime
        Rate Cap:
        The
        provision of each Mortgage Note related to an Adjustable Rate Mortgage Loan
        which provides for an absolute maximum Mortgage Interest Rate thereunder.
        The
        Mortgage Interest Rate during the terms of each Adjustable Rate Mortgage
        Loan
        shall not at any time exceed the Mortgage Interest Rate at the time of
        origination of such Adjustable Rate Mortgage Loan by more than the amount
        per
        annum set forth on the Mortgage Loan Schedule.

       

      Liquidated
        Mortgage Loan:
        With
        respect to any Distribution Date, a defaulted Mortgage Loan (including any
        REO
        Property) which was liquidated in the calendar month preceding the month
        of such
        Distribution Date and as to which the Servicer has certified (in accordance
        with
        this Agreement) that it has received all amounts it expects to receive in
        connection with the liquidation of such Mortgage Loan including the final
        disposition of any REO Property.

       

      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
        coverage under this Agreement by reason of its being purchased, sold or replaced
        pursuant to or as contemplated by this Agreement. 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 coverage under this Agreement by reason of its being purchased
        pursuant to this Agreement.

       

      Liquidation
        Proceeds:
        The
        amounts, other than Insurance Proceeds, Condemnation Proceeds or those received
        following the acquisition of REO Property, received in connection with the
        liquidation of a defaulted Mortgage Loan, whether through the sale or assignment
        of such Mortgage Loan, trustee’s sale, foreclosure sale or
        otherwise.

       

      Loan
        Group:
        The
        Group 1 Mortgage Loans and the Group 2 Mortgage Loans, as
        applicable.

       

      Loan-to-Value
        Ratio or LTV:
        With
        respect to any Mortgage Loan, the ratio (expressed as a percentage) of the
        original outstanding principal amount of the Mortgage Loan (or, in the case
        of a
        second-lien Mortgage Loan, the combined original outstanding principal amount
        of
        such Mortgage Loan and any first-lien mortgage loan on the same Mortgaged
        Property) as of the Cut-off Date (unless otherwise indicated), to either
        (a) if the Mortgage Loan was made to finance the acquisition of the related
        Mortgaged Property, the least of (i) the purchase price of the Mortgaged
        Property, or (ii) the Appraisal Value of the Mortgaged Property at
        origination, or (b) if the Mortgage Loan was a refinancing or modification,
        the Appraisal Value of the Mortgaged Property at the time of the refinancing
        or
        modification.

       

      London
        Business Day:
        Any day
        on which dealings in deposits of United States dollars are transacted in
        the
        London interbank market.

       

      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 II
        Pass-Through Rates for REMIC II Regular Interest LT1A1, REMIC II
        Regular Interest LT1A2, REMIC II Regular Interest LT2A1, REMIC II
        Regular Interest LT2A2, REMIC II Regular Interest LT2A3, REMIC II
        Regular Interest LT2A4, REMIC II Regular Interest LTM-1, REMIC II
        Regular Interest LTM-2, REMIC II Regular Interest LTM-3, REMIC II
        Regular Interest LTM-4, REMIC II Regular Interest LTM-5, REMIC II
        Regular Interest LTM-6, REMIC II Regular Interest LTM-7, REMIC II
        Regular Interest LTM-8, REMIC II Regular Interest LTM-9, REMIC II
        Regular Interest LTM-10 and REMIC II Regular Interest LTZZ, (i) with the
        rate on each such REMIC II Regular Interest (other than REMIC II
        Regular Interest LTZZ) subject to a cap equal to the lesser of (a) the Base
        Rate
        of its Corresponding Class and (b) the Net WAC Rate for the purposes of this
        calculation and (ii) with the rate on REMIC II Regular Interest LTZZ
        subject to a cap of zero for the purpose of this calculation; provided, however,
        that for this purpose, calculations of the Uncertificated REMIC II
        Pass-Through Rate and the related caps with respect to each such REMIC II
        Regular Interest (other than REMIC II Regular Interest LTZZ) shall be
        multiplied by a fraction, the numerator of which is the actual number of
        days in
        the Accrual Period and the denominator of which is 30.

       

      Master
        Servicer:
        As of
        the Closing Date, Wells Fargo Bank, N.A. and thereafter, its respective
        successors in interest who meet the qualifications of this Agreement. As
        long as
        a Master Servicer is required under this Agreement, the Master Servicer and
        the
        Trust Administrator shall at all times be the same Person.

       

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

       

      Master
        Servicing Officer:
        Any
        employee of the Master Servicer involved in, or responsible for, the
        administration and servicing of the Mortgage Loans, whose name and specimen
        signature appear on a list of Master Servicing Officers furnished by the
        Master
        Servicer to the Trustee, the Trust Administrator, the Servicer and the Depositor
        on the Closing Date, as such list may from time to time be amended.

       

      Maximum
        Cap Rate:
        For any
        Distribution Date, a per annum rate equal to the product of (I) the weighted
        average of the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans,
        plus
        an amount, expressed as a per annum rate, equal to the product of (i) the
        Net
        Swap Payment made by the Swap Provider divided by the aggregate Principal
        Balance of the Mortgage Loans and (ii) 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 Interest Rate:
        With
        respect to an Adjustable Rate Mortgage Loan, the specified maximum mortgage
        rate
        over the life of such mortgage loan; with respect to a Mortgage Loan with
        a
        fixed rate, the Mortgage Interest Rate.

       

      Maximum
        LTZZ Uncertificated Accrued Interest Deferral Amount:
        With
        respect to any Distribution Date, the excess of (a) accrued interest at the
        Uncertificated REMIC II Pass-Through Rate applicable to REMIC II
        Regular Interest LTZZ for such Distribution Date on a balance equal to the
        Uncertificated Balance of REMIC II Regular Interest LTZZ minus the
        REMIC II Overcollateralized Amount, in each case for such Distribution
        Date, over (b) REMIC II Regular Interest LT1A1, REMIC II Regular
        Interest LT1A2, REMIC II Regular Interest LT2A1, REMIC II Regular
        Interest LT2A2, REMIC II Regular Interest LT2A3, REMIC II Regular
        Interest LT2A4, REMIC II Regular Interest LTM-1, REMIC II Regular
        Interest LTM-2, REMIC II Regular Interest LTM-3, REMIC II Regular
        Interest LTM-4, REMIC II Regular Interest LTM-5, REMIC II Regular
        Interest LTM-6, REMIC II Regular Interest LTM-7, REMIC II Regular
        Interest LTM-8, REMIC II Regular Interest LTM-9, REMIC II Regular
        Interest LTM-10, each subject to a cap equal to the lesser of (a) the Base
        Rate
        of its Corresponding Class and (b) the Net WAC Rate for the purposes of this
        calculation; provided, however, that for this purpose, calculations of the
        Uncertificated REMIC II Pass-Through Rate and the related caps with respect
        to Uncertificated Accrued Interest on REMIC II Regular Interest LT1A1,
        REMIC II Regular Interest LT1A2, REMIC II Regular Interest LT2A1,
        REMIC II Regular Interest LT2A2, REMIC II Regular Interest LT2A3,
        REMIC II Regular Interest LT2A4, REMIC II Regular Interest LTM-1,
        REMIC II Regular Interest LTM-2, REMIC II Regular Interest LTM-3,
        REMIC II Regular Interest LTM-4, REMIC II Regular Interest LTM-5,
        REMIC II Regular Interest LTM-6, REMIC II Regular Interest LTM-7,
        REMIC II Regular Interest LTM-8, REMIC II Regular Interest LTM-9,
        REMIC II Regular Interest LTM-10, multiplied by a fraction, the numerator
        of which is the actual number of days in the Accrual Period and the denominator
        of which is 30.

       

      MERS:
        As
        defined in Section 2.01.

       

      MERS
        Designated Mortgage Loan:
        Mortgage Loans for which (a) the Originator has designated or will
        designate MERS as, and has taken or will take such action as is necessary
        to
        cause MERS to be, the mortgagee of record, as nominee for the Originator,
        in
        accordance with MERS Procedure Manual and (b) the Originator has designated
        or will designate the Trustee as the Investor on the MERS® System.

       

      MERS
        Procedure Manual:
        The
        MERS Procedures Manual, as it may be amended, supplemented or otherwise modified
        from time to time.

       

      MERS®
        System:
        MERS
        mortgage electronic registry system, as more particularly described in the
        MERS
        Procedures Manual.

       

      Minimum
        Mortgage Interest Rate:
        With
        respect to an Adjustable Rate Mortgage Loan, the specified minimum mortgage
        rate
        over the life of such mortgage loan; with respect to a Mortgage Loan with
        a
        fixed rate, the Mortgage Interest Rate.

       

      Monthly
        Interest Distributable Amount:
        With
        respect to any Distribution Date and each Class of Offered Certificates,
        the
        amount of interest accrued during the related Accrual Period at the related
        Pass-Through Rate on the Certificate Principal Balance of such Class immediately
        prior to such Distribution Date, in each case, reduced by any Prepayment
        Interest Shortfalls allocated to such Class and shortfalls resulting from
        the
        application of the Relief Act or any state law providing for similar relief
        (allocated to each Certificate based on its respective entitlements to interest
        irrespective of any Prepayment Interest Shortfalls or shortfalls resulting
        from
        the application of the Relief Act for such Distribution Date).

       

      Monthly
        Statement:
        The
        statement made available to the Certificateholders pursuant to
        Section 4.03.

       

      Moody’s:
        Moody’s
        Investors Service, Inc. If Moody’s is designated as a Rating Agency in the
        Preliminary Statement, for purposes of Section 10.05(b) the address for
        notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street,
        New York, New York 10007, Attention: Residential Mortgage Pass-Through Group,
        or
        such other address as Moody’s may hereafter furnish to the Depositor, the
        Servicer, the Master Servicer, the Trust Administrator and the
        Trustee.

       

      Mortgage:
        The
        mortgage, deed of trust or other instrument identified on the Mortgage Loan
        Schedule as securing a Mortgage Note.

       

      Mortgage
        File:
        The
        items pertaining to a particular Mortgage Loan contained in either the Servicing
        File or Custodial File.

       

      Mortgage
        Interest Rate:
        The
        annual rate of interest borne on a Mortgage Note with respect to each Mortgage
        Loan.

       

      Mortgage
        Loan:
        An
        individual Mortgage Loan which is the subject of this Agreement, each Mortgage
        Loan originally sold and subject to this Agreement being identified on the
        Mortgage Loan Schedule, which Mortgage Loan includes, without limitation,
        the
        Mortgage File, the Custodial File, the Servicing File, the Scheduled Payments,
        Principal Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance
        Proceeds, REO Disposition proceeds, Prepayment Premiums and all other
        rights, benefits, proceeds and obligations arising from or in connection
        with
        such Mortgage Loan, excluding replaced or repurchased Mortgage
        Loans.

       

      Mortgage
        Loan Documents:
        The
        mortgage loan documents pertaining to each Mortgage Loan.

       

      Mortgage
        Loan Schedule:
        As of
        any date, the list of Mortgage Loans included in the Trust Fund on such date,
        attached hereto as Schedule I. The Mortgage Loan Schedule shall set forth
        by
        Loan Group the following information with respect to each Mortgage Loan in
        such
        Loan Group :

       

      (i) the
        Mortgagor’s name and the Originator’s Mortgage Loan identifying
        number;

       

      (ii) the
        street address of the Mortgaged Property including the state and zip
        code;

       

      (iii) a
        code
        indicating whether the Mortgaged Property is owner-occupied;

       

      (iv) the
        number and type of residential dwelling constituting the Mortgaged Property
        (i.e., a single family residence, a 2-4 family residence, a unit in a
        condominium project or a unit in a planned unit development, manufactured
        housing);

       

      (v) the
        original months to maturity;

       

      (vi) the
        Loan-to-Value Ratio, at origination;

       

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

       

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

       

      (ix) the
        stated maturity date of such Mortgage Loan;

       

      (x) the
        amount of the monthly payment (a) at origination and (b) due on the first
        Due
        Date after the Cut-off Date;

       

      (xi) the
        last
        Due Date on which a monthly payment was actually applied to the unpaid Stated
        Principal Balance;

       

      (xii) the
        original principal amount of the Mortgage Loan as of the date of
        origination;

       

      (xiii) the
        Stated Principal Balance of the Mortgage Loan as of the close of business
        on the
        Cut-off Date;

       

      (xiv) with
        respect to each Adjustable Rate Mortgage Loan, the Applicable Index and Gross
        Margin;

       

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

       

      (xvi) with
        respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Interest
        Rate;

       

      (xvii) with
        respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Interest
        Rate;

       

      (xviii) the
        Mortgage Interest Rate at origination;

       

      (xix) with
        respect to each Adjustable Rate Mortgage Loan, the Periodic Mortgage Interest
        Rate Cap and the Initial Mortgage Interest Rate Cap;

       

      (xx) a
        code
        indicating the documentation program;

       

      (xxi) with
        respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date
        immediately following the Cut-off Date and the Adjustment Date
        frequency;

       

      (xxii) the
        value
        of the Mortgaged Property used to calculate the LTV for the related Mortgage
        Loan;

       

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

       

      (xxiv) the
        Originator’s risk grade;

       

      (xxv) the
        actual interest “paid to date” of the Mortgage Loan as of the Cut-off
        Date;

       

      (xxvi) the
        number of years any Prepayment Premium is in effect;

       

      (xxvii) the
        loan
        type (i.e. fixed, adjustable; 2/28, 3/27, etc.);

       

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

       

      (xxix) a
        code
        indicating whether such Mortgage Loan is a Group 1 Mortgage Loan or a Group
        2
        Mortgage Loan;

       

      (xxx) a
        code
        indicating whether the Mortgage Loan is a MERS Designated Mortgage Loan and,
        if
        so, its corresponding mortgage identification number; and

       

      (xxxi) a
        code
        indicating whether the Mortgage Loan is subject to a Prepayment Premium,
        if
        any.

       

      The
        Mortgage Loan Schedule shall set forth the following information with respect
        to
        the Mortgage Loans in the aggregate 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 Interest Rate of the Mortgage Loans; and (4) the
        weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedule
        shall set forth the aggregate Stated Principal Balance of the Mortgage Loans.
        The Mortgage Loan Schedule shall be amended from time to time by the Depositor
        in accordance with the provisions of this Agreement. With respect to any
        Qualified Substitute Mortgage Loan, the 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.

       

      Mortgage
        Note:
        The
        note or other evidence of the indebtedness of a Mortgagor under a Mortgage
        Loan.

       

      Mortgaged
        Property:
        The
        real property (or leasehold estate, if applicable) identified on the Mortgage
        Loan Schedule as securing repayment of the debt evidenced by a Mortgage
        Note.

       

      Mortgagor:
        The
        obligor(s) on a Mortgage Note.

       

      Net
        Liquidation Proceeds:
        With
        respect to a defaulted mortgage Loan, all liquidation proceeds, insurance
        proceeds or condemnation proceeds net of amounts reimbursable to the Servicer
        for related Advances, Servicing Advances and Servicing Fees.

       

      Net
        Monthly Excess Cash Flow:
        For any
        Distribution Date, an amount equal to the sum of (a) any Overcollateralization
        Release Amount and (b) the excess of (x) the Available Funds for such
        Distribution Date over (y) the sum for such Distribution Date of (A) the
        Monthly
        Interest Distributable Amounts for the Offered Certificates, (B) the Unpaid
        Interest Shortfall Amounts for the Senior Certificates and (C) the Principal
        Remittance Amount.

       

      Net
        Prepayment Interest Shortfall:
        For any
        Distribution Date, the amount by which the sum of the Prepayment Interest
        Shortfalls exceeds the sum of the Compensating Interest payments made on
        such
        Distribution Date.

       

      Net
        Swap Payment:
        A net
        payment, if any, to be made on each Distribution Date to be made under the
        Swap
        Administration Agreement, representing payments (a) by or on behalf of the
        Trust, to the Swap Provider, to the extent that the fixed amount exceeds
        the
        corresponding floating amount, plus plus any such amounts that remain unpaid
        from prior Distribution Dates, or (b) by the Swap Provider to the Trust,
        to the
        extent that the floating amount exceeds the corresponding fixed amount, all
        as
        more particularly set forth in the Swap Agreement.

       

      Net
        WAC Rate:
        For any
        Distribution Date, a per annum rate equal to the product of (I) the weighted
        average of the Adjusted Net Mortgage Rates of the Mortgage Loans minus an
        amount, expressed as a per annum rate, equal to the sum of (x) the product
        of
        (i) any Net Swap Payment owed to the Swap Provider divided by the outstanding
        principal balance of the Mortgage Loans and (ii) 12 and (y) the product of
        (i)
        any Swap Termination Payment (other than any Swap Termination Payment resulting
        from a Swap Provider Trigger Event), payable by the Trust, divided by the
        outstanding principal balance of the Mortgage Loans and (ii) 12 and (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.

       

      Net
        WAC Rate Carryover Amount:
        With
        respect to each Class of LIBOR Certificates, as of any Distribution Date,
        if on
        such Distribution Date there are unpaid Net WAC Rate Carryover Amounts from
        prior Distribution Dates or the Pass-Through Rate for any Class of LIBOR
        Certificates is based upon the Net WAC Rate, the sum of (A) the excess of
        the
        Formula Rate for that Class of LIBOR Certificates over the Net WAC Rate,
        and
        (B) the Net WAC Rate Carryover Amount for such Class of Certificates for
        all previous Distribution Dates not previously paid, together with interest
        thereon at the applicable Formula Rate for such Class (without giving effect
        to
        any such limitations) of Certificates for such Distribution Date. 

      


      Net
        WAC Rate Carryover Payment:
        For any
        Distribution Date, an amount equal to the aggregate of the Net WAC Rate
        Carryover Amounts for such Distribution Date.

       

      Net
        WAC Rate Carryover Reserve Account:
        The
        separate Eligible Account created and maintained by the Trust Administrator
        pursuant to Sections 3.27(a) in the name of the Trust Administrator for the
        benefit of the Holders of Regular Certificates and designated “Wells Fargo Bank,
        N.A. in trust for registered holders of Fremont Home Loan Trust 2006-A,
        Mortgage-Backed Certificates, Series 2006-A.” Funds in the Net WAC Rate
        Carryover Reserve Account shall be held in trust for the Holders of Regular
        Certificates for the uses and purposes set forth in this Agreement. Amounts
        on
        deposit in the Net WAC Rate Carryover Reserve Account shall not be invested.
        The
        Net WAC Rate Carryover Reserve Account shall not be an asset of any Trust
        REMIC.

       

      NIM
        Trust:
        Fremont
        NIM Trust 2006-A, a Delaware statutory trust, or other special purpose entity
        created to securitize the cashflows relating to the Class C and/or Class
        P
        Certificates.

       

      Nonrecoverable
        P&I Advance:
        Any
        P&I Advance previously made or proposed to be made in respect of a Mortgage
        Loan or REO Property that, in the good faith business judgment of the Servicer,
        will not or, in the case of a proposed P&I Advance, would not be ultimately
        recoverable from related late payments, Insurance Proceeds, Condemnation
        Proceeds or Liquidation Proceeds on such Mortgage Loan or REO Property as
        provided herein.

       

      Nonrecoverable
        Servicing Advance:
        Any
        Servicing Advances previously made or proposed to be made in respect of a
        Mortgage Loan or REO Property, which, in the good faith business judgment
        of the
        Servicer, will not or, in the case of a proposed Servicing Advance, would
        not,
        be ultimately recoverable from related Insurance Proceeds, Condemnation
        Proceeds, Liquidation Proceeds or otherwise.

       

      Notice
        of Final Distribution:
        The
        notice to be provided pursuant to Section 9.02 to the effect that final
        distribution on any of the Certificates shall be made only upon presentation
        and
        surrender thereof.

       

      Notional
        Amount:
        With
        respect to the Class C Interest and the Class C Certificates, a notional
        amount
        equal to the aggregate principal balance of the REMIC II Regular Interests
        (other than REMIC II Regular Interest LTP).

       

      Offered
        Certificates:
        As
        defined in the Preliminary Statement.

       

      Officer’s
        Certificate:
        A
        certificate signed by an officer of the Servicer with responsibility for
        the
        servicing of the Mortgage Loans required to be serviced by the Servicer and
        listed on a list delivered to the Trustee or Trust Administrator, as applicable,
        pursuant to this Agreement.

       

      Opinion
        of Counsel:
        A
        written opinion of counsel, who may be in-house counsel for the Servicer
        or a
        Subservicer, the Master Servicer, the Swap Provider, the Originator or the
        Depositor, reasonably acceptable to the Trustee and the Trust Administrator;
        provided, that any Opinion of Counsel relating to (a) qualification of any
        Trust REMIC as a REMIC or (b) compliance with the REMIC Provisions, must be
        (unless otherwise stated in such Opinion of Counsel) an opinion of counsel
        who
        (i) is in fact independent of the Servicer of the Mortgage Loans,
        (ii) does not have any material direct or indirect financial interest in
        the Servicer of the Mortgage Loans or in an affiliate of either and
        (iii) is not connected with the Servicer of the Mortgage Loans as an
        officer, employee, director or person performing similar functions.

       

      Optional
        Termination Date:
        Any
        Distribution Date when the aggregate Stated Principal Balance of the Mortgage
        Loans, as of the last day of the related Due Period, is equal to 10% or less
        of
        the Cut-off Date Pool Principal Balance that has been designated as an Optional
        Termination Date by the Servicer or holder of the Class R or Class R-X
        Certificate.

       

      Original
        Certificate Principal Balance:
        With
        resepct to any Class of Certificates, the Certificate Principal Balance thereof
        on the Closing Date.

       

      Originator:
        Fremont.

       

      OTS:
        Office
        of Thrift Supervision, and any successor thereto.

       

      Outstanding:
        With
        respect to the Certificates as of any date of determination, all Certificates
        theretofore executed and authenticated under this Agreement except:

       

      (i) Certificates
        theretofore canceled by the Trustee or the Trust Administrator or delivered
        to
        the Trustee or the Trust Administrator for cancellation; and

       

      (ii) Certificates
        in exchange for which or in lieu of which other Certificates have been executed
        and delivered by the Trustee or the Trust Administrator pursuant to this
        Agreement.

       

      Outstanding
        Mortgage Loan:
        As of
        any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
        zero
        which was not the subject of a Principal Prepayment in Full prior to such
        Due
        Date and which did not become a Liquidated Mortgage Loan prior to such Due
        Date.

       

      Overcollateralized
        Amount:
        As of
        any Distribution Date, the excess, if any, of (a) the aggregate Stated
        Principal Balance of the Mortgage Loans and REO Properties for such Distribution
        Date over (b) the aggregate Class Certificate Balance of the Senior
        Certificates, the Mezzanine Certificates and the Class P Certificate as of
        such
        Distribution Date (after giving effect to the payment of the Principal
        Remittance Amount on such Certificates on such Distribution Date).

       

      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 payment on such Distribution Date).

       

      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, if any, 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) over (ii) the Overcollateralization Target Amount for
        such
        Distribution Date.

       

      Overcollateralization
        Target Amount:
        With
        respect to any Distribution Date, an amount equal to (i) prior to the Stepdown
        Date or on the Stepdown Date if the Stepdown Date is caused by scenario (i)
        in
        the definition of Stepdown Date, then the Overcollateralization Target Amount
        prior to distributing the Senior Principal Distribution Amount to pay the
        Senior
        Certificates to zero is 2.60% of the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the Cut-off Date; and (ii) on the Stepdown Date if the
        Stepdown Date is caused by scenario (i) in the definition of Stepdown Date,
        so
        long as a Trigger Event is not in effect, then the Overcollateralization
        Target
        Amount will be recalculated after distribution of the Senior Principal
        Distribution Amount to pay the Senior Certificates to zero pursuant to Section
        4.02(a)(ii)(II)(A) and (B) or after the Stepdown Date, so long as a Trigger
        Event is not in effect, the greater of (a) 5.20% of the then current aggregate
        outstanding Principal Balance of the Mortgage Loans as of the last day of
        the
        related Due Period (after giving effect to scheduled payments of principal
        received during the related Due Period and unscheduled collections of principal
        received during the related Prepayment Period) and (b) 0.50% of the aggregate
        Stated Principal Balance of the Mortgage Loans as of the Cut-off Date; or
        (iii)
        on or after the Stepdown Date and if a Trigger Event is in effect, the
        Overcollateralization Target Amount for the immediately preceding Distribution
        Date. Notwithstanding the foregoing, on and after any Distribution Date
        following the reduction of the aggregate Certificate Principal Balance of
        the
        Offered Certificates to zero, the Overcollateralization Target Amount will
        be
        zero.

       

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

       

      Ownership
        Interest:
        As to
        any Residual Certificate, any ownership 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.

       

      P&I
        Advance:
        As to
        any Mortgage Loan or REO Property, any advance made by the Servicer in respect
        of any Remittance Date representing the aggregate of all payments of principal
        and interest, net of the Servicing Fee, that were due during the related
        Due
        Period on the first lien Mortgage Loans and that were delinquent on the related
        Determination Date, plus certain amounts representing assumed payments not
        covered by any current net income on the Mortgaged Properties acquired by
        foreclosure or deed in lieu of foreclosure as determined pursuant to
        Section 4.01.

       

      PCAOB:
        The
        Public Company Accounting Oversight Board.

       

       

      Pass-Through
        Rate:
        For any
        Distribution Date and with respect to each class of LIBOR Certificates, a
        rate
        equal to the lesser of (i) the related Formula Rate for such Class and (ii)
        the
        Net WAC Rate, in the case of any REMIC I Regular Interest, the
        Uncertificated REMIC I Pass-Through Rate and in the case of any
        REMIC II Regular Interest, the Uncertificated REMIC II Pass-Through
        Rate.

       

      With
        respect to the Class C Interest, a per annum rate equal to the percentage
        equivalent of a fraction, the numerator of which is the sum of the amounts
        calculated pursuant to clauses (A) through (U) below, and the denominator
        of
        which is the aggregate of the Uncertificated Principal Balances of REMIC II
        Regular Interest LTAA, REMIC II Regular Interest LT1A1, REMIC II
        Regular Interest LT1A2, REMIC II Regular Interest LT2A1, REMIC II
        Regular Interest LT2A2, REMIC II Regular Interest LT2A3, REMIC II
        Regular Interest LT2A4, REMIC II Regular Interest LTM-1, REMIC II
        Regular Interest LTM-2, REMIC II Regular Interest LTM-3, REMIC II
        Regular Interest LTM-4, REMIC II Regular Interest LTM-5, REMIC II
        Regular Interest LTM-6, REMIC II Regular Interest LTM-7, REMIC II
        Regular Interest LTM-8, REMIC II Regular Interest LTM-9, REMIC II
        Regular Interest LTM-10 and REMIC II Regular Interest LTZZ. For purposes of
        calculating the Pass-Through Rate for the Class C Interest, the numerator
        is
        equal to the sum of the following components:

       

      (A) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTAA minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTAA;

       

      (B) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LT1A1 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LT1A1;

       

      (C) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LT1A2 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LT1A2;

       

      (D) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LT2A1 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LT2A1;

       

      (E) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LT2A2 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LT2A2;

       

      (F) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LT2A3 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LT2A3;

       

      (G) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LT2A4 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LT2A4;

       

      (H) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-1 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTM-1;

       

      (I) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-2 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTM-2;

       

      (J) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-3 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTM-3;

       

      (K) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-4 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTM-4;

       

      (L) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-5 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTM-5;

       

      (M) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-6 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTM-6;

       

      (N) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-7 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTM-7;

       

      (O) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-8 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest
        LTM-8;

       

      (P) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-9 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest LTM-9;


       

      (Q) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTM-10 minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest LTM-10;


       

      (R) the
        Uncertificated REMIC II Pass-Through Rate for REMIC II Regular
        Interest LTZZ minus the Marker Rate, applied to an amount equal to the
        Uncertificated Principal Balance of REMIC II Regular Interest LTZZ;
        and

       

      (S) 100%
        of
        the Interest on REMIC II Regular Interest LTP.

       

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

      


      With
        respect to the Class SWAP-IO Interest, the Class 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 REMIC II Regular Interest LTIO for such Distribution Date. 

      


      Percentage
        Interest:
        As to
        any Certificate, the percentage interest evidenced thereby in distributions
        required to be made on the related Class, such percentage interest being
        set
        forth on the face thereof or equal to the percentage obtained by dividing
        the
        Denomination of such Certificate by the aggregate of the Denominations of
        all
        Certificates of the same Class.

       

      Periodic
        Mortgage Interest Rate Cap:
        With
        respect to each Adjustable Rate Mortgage Loan, the absolute maximum amount
        set
        forth in a provision of each Mortgage Note by which the Mortgage Interest
        Rate
        therein may increase or decrease on an Adjustment Date (other than the first
        Adjustment Date) above or below the Mortgage Interest Rate previously in
        effect.
        The Periodic Mortgage Interest Rate Cap for each Adjustable Rate Mortgage
        Loan
        is the rate set forth on the Mortgage Loan Schedule.

       

      Permitted
        Investment:
        Any one
        or more of the following obligations or securities acquired at a purchase
        price
        of not greater than par, regardless of whether issued by the Depositor, the
        Servicer, the Master Servicer, the Trust Administrator, the Trustee or any
        of
        their respective Affiliates:

       

      (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 Trust Administrator 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 its ultimate parent has a short-term uninsured
        debt rating in one of the two highest available rating categories of each
        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);

       

      (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 each 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 each
        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 the highest applicable rating
        from the Rating Agencies, if so rated; and

       

      (vii) if
        previously confirmed in writing to 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,
        however,
        that no
        instrument described hereunder may 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
        Person other than (i) the United States, any State or political subdivision
        thereof, or any agency or instrumentality of any of the foregoing, (ii) a
        foreign government, international organization or any agency or instrumentality
        of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in Section 521 of the Code) which is exempt from tax
        imposed by Chapter 1 of the Code (including the tax imposed by Section 511
        of the Code on unrelated business taxable income) on any excess inclusions
        (as
        defined in Section 860E(c)(1) of the Code) with respect to any Residual
        Certificate, (iv) rural electric and telephone cooperatives described in
        Section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S.
        Person or a U.S. Person with respect to whom income from a Residual Certificate
        is attributable to a foreign permanent establishment or fixed base (within
        the
        meaning of an applicable income tax treaty) of such Person or any other U.S.
        Person, (vi) an “electing large partnership” within the meaning of
        Section 775 of the Code and (vii) any other Person so designated by
        the Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
        Interest in a Residual Certificate to such Person may cause any Trust REMIC
        to
        fail to qualify as a REMIC at any time that the Certificates are outstanding.
        The terms “United States,” “State” and “international organization” shall have
        the meanings set forth in Section 7701 of the Code or successor provisions.
        A corporation will not be treated as an instrumentality of the United States
        or
        of any State or political subdivision thereof for these purposes if all of
        its
        activities are subject to tax and, with the exception of Freddie Mac, a majority
        of its board of directors is not selected by such government unit.

       

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

       

      Physical
        Certificates:
        As
        specified in the Preliminary Statement.

       

      Pool
        Stated Principal Balance:
        As to
        any Distribution Date, the aggregate of the Stated Principal Balances of
        the
        Mortgage Loans for such Distribution Date that were Outstanding Mortgage
        Loans
        on the Due Date in the related Due Period.

       

      Prepayment
        Interest Excess:
        With
        respect to any Remittance Date, the sum of, for each Mortgage Loan that was,
        during the portion of the Prepayment Period from the 1st
        day of
        the month in which such Remittance Date occurs through the 15th
        day of
        the month in which such Remittance Date occurs, the subject of a Principal
        Prepayment in Full that was applied by the Servicer to reduce the outstanding
        principal balance of such Mortgage Loan on a date preceding the Due Date
        in the
        succeeding Prepayment Period, an amount equal to the product of (a) the Mortgage
        Interest Rate net of the Servicing Fee Rate for such Mortgage Loan, (b) the
        amount of the Principal Prepayment in Full for such Mortgage Loan, (c) 1/360
        and
        (d) the number of days commencing on the first day of the calendar month
        in
        which such Remittance Date occurs and ending on the date on which such Principal
        Prepayment in Full was applied.

       

      Prepayment
        Interest Shortfall:
        With
        respect to any Remittance Date, the sum of, for each Mortgage Loan that was,
        during the portion of the Prepayment Period from the 16th
        day of
        the calendar month preceding such Remittance Date to the last day of the
        calendar month preceding such Remittance Date, the subject of a Principal
        Prepayment in Full that was applied by the Servicer to reduce the outstanding
        principal balance of such Mortgage Loan on a date preceding the Due Date
        in the
        succeeding Prepayment Period, an amount equal to the product of (a) the
        Mortgage Interest Rate net of the Servicing Fee Rate for such Mortgage Loan,
        with respect to the Servicer’s obligation in respect of any Prepayment Interest
        Shortfall, or the sum of the Servicing Fee Rate and the Master Servicing
        Fee
        Rate, with respect to the Master Servicer’s obligation in respect of any
        Prepayment Interest Shortfall, (b) the amount of the Principal Prepayment
        for such Mortgage Loan, (c) 1/360 and (d) the number of days
        commencing on the date on which such Principal Prepayment was applied and
        ending
        on the last day of the related Prepayment Period.

       

      Prepayment
        Period:
        With
        respect to any Distribution Date, (a) with respect to a Principal
        Prepayment in Full, the period from and including the 16th day of the month
        preceding the month in which such Distribution Date occurs (or, in the case
        of
        the first Distribution Date, from May 1, 2006) to and including the 15th
        day of the month in which such Distribution Date occurs, and (b) with respect
        to
        Principal Prepayments in part, the calendar month prior to such Distribution
        Date.

       

      Prepayment
        Premium:
        Any
        prepayment premium, penalty or charge collected by the Servicer with respect
        to
        a Mortgage Loan from a Mortgagor in connection with any voluntary Principal
        Prepayment in Full pursuant to the terms of the related Mortgage
        Note.

       

      Principal
        Prepayment:
        Any
        partial payment or other recovery of principal on a Mortgage Loan (including
        upon liquidation of a Mortgage Loan) which is received in advance of its
        scheduled Due Date, excluding any Prepayment Premium and which is not
        accompanied by an amount of interest representing scheduled interest due
        on any
        date or dates in any month or months subsequent to the month of
        prepayment.

       

      Principal
        Prepayment in Full:
        Any
        Principal Prepayment made by a Mortgagor of the entire principal balance
        of a
        Mortgage Loan.

       

      Principal
        Remittance Amount:
        With
        respect to any Distribution Date, the amount equal to the sum of the Group
        1
        Principal Remittance Amount and the Group 2 Principal Remittance
        Amount.

       

      Private
        Certificates:
        As
        defined in the Preliminary Statement.

       

      Prospectus
        Supplement:
        The
        Prospectus Supplement, dated May 3, 2006, relating to the Offered
        Certificates.

       

      PUD:
        A
        planned unit development.

       

      Purchase
        Agreement:
        The
        Mortgage Loan Purchase Agreement, dated as of May 1, 2006 by and between
        Fremont
        and the Depositor.

       

      Qualified
        Substitute Mortgage Loan:
        A
        Mortgage Loan substituted by the Originator for a Deleted Mortgage Loan which
        must, on the date of such substitution, as confirmed in a Request for Release,
        substantially in the form of Exhibit J, (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),
        not in
        excess of, and not more than 5% less than, the Principal Balance of the Deleted
        Mortgage Loan; (ii) have a Mortgage Interest Rate not less than the Mortgage
        Interest Rate of the Deleted Mortgage Loan and not more than 1% in excess
        of the
        Mortgage Rate of such Deleted Mortgage Loan; (iii) in the case of any Adjustable
        Rate Mortgage Loan, have a Maximum Mortgage Interest Rate and Minimum Mortgage
        Interest Rate not less than the respective rate for the Deleted Mortgage
        Loan,
        have a Gross Margin equal to or greater than the Deleted Mortgage Loan and
        have
        the same Adjustment Date frequency as the Deleted Mortgage Loan; (iv) have
        the
        same Due Date as the Deleted Mortgage Loan; (v) have a remaining term to
        maturity not more than one year earlier and not later than the remaining
        term to
        maturity of the Deleted Mortgage Loan; (vi) comply with each representation
        and
        warranty as to the Mortgage Loans set forth in the Mortgage Loan Purchase
        Agreement (deemed to be made as of the date of substitution); (vii) have
        been
        underwritten or re-underwritten by the Originator in accordance with the
        same
        underwriting criteria and guidelines as the Mortgage Loans being replaced;
        (viii) be of the same or better credit quality as the Mortgage Loan being
        replaced, (ix) be a first lien mortgage loan if the Deleted Mortgage Loan
        is a
        first lien mortgage loan and (x) comply with each representation and warranty
        set forth in Section 2.03.

       

      Rating
        Agency:
        Each of
        the Rating Agencies specified in the Preliminary Statement. If such organization
        or a successor is no longer in existence, “Rating Agency” shall be such
        nationally recognized statistical rating organization, or other comparable
        Person, as is designated by the Depositor, notice of which designation shall
        be
        given to the Trustee. References herein to a given rating or rating category
        of
        a Rating Agency shall mean such rating category without giving effect to
        any
        modifiers. For purposes of Section 10.05(c), the addresses for notices to
        each Rating Agency shall be the address specified therefor in the definition
        corresponding to the name of such Rating Agency, or such other address as
        either
        such Rating Agency may hereafter furnish to the Depositor and the
        Servicer.

       

      Realized
        Loss:
        With
        respect to any Liquidated Mortgage Loan, the amount of loss realized equal
        to
        the portion of the Principal Balance remaining unpaid after application of
        all
        Net Liquidation Proceeds in respect of such Mortgage Loan.

       

      Realized
        Loss Percentage:
        For
        purposes of the Servicer Termination Test and the Servicer Enhanced Review
        Test,
        the percentage produced by the following calculation: (i) (a) the aggregate
        amount of cumulative Realized Losses incurred on the Mortgage Loans since
        the
        Cut-off Date through the last day of the related Due Period, minus (b) any
        amount received with respect to Realized Losses on the Mortgage Loans subsequent
        to a Final Recovery Determination being made with respect to the Mortgage
        Loans,
        divided by (ii) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the Cut-off Date; provided however, that for purposes of this definition,
        the
        term “Realized Losses” shall not include Debt Service Reductions or Deficient
        Valuations.

       

      Realized
        Losses:
        With
        respect to any date of determination and any Liquidated Mortgage Loan, the
        amount, if any, by which (a) the unpaid principal balance of such
        Liquidated Mortgage Loan together with accrued and unpaid interest thereon
        exceeds (b) the Liquidation Proceeds with respect thereto net of the
        expenses incurred by the Servicer in connection with the liquidation of such
        Liquidated Mortgage Loan and net of any amount of unreimbursed Servicing
        Advances with respect to such Liquidated Mortgage Loan.

       

      Record
        Date:
        With
        respect to any Distribution Date, the close of business on the Business Day
        immediately preceding such Distribution Date; provided,
        however,
        that
        for any Certificate issued in definitive form, the Record Date shall be the
        close of business on the last day of the calendar month immediately preceding
        the related Distribution Date (or if such day is not a Business Day, on the
        immediately preceding Business Day).

       

      Reference
        Bank:
        As
        defined in Section 4.04.

       

      Regular
        Certificates:
        As
        defined in the Preliminary Statement.

       

      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 Servicing Criteria.

       

      Relief
        Act Interest Shortfall:
        With
        respect to any Distribution Date and any Mortgage Loan, any reduction in
        the
        amount of interest collectible on such Mortgage Loan for the most recently
        ended
        Due Period as a result of the application of the Servicemembers Civil Relief
        Act, as amended, or any similar state statutes.

       

      REMIC:
        A “real
        estate mortgage investment conduit” within the meaning of Section 860D of
        the Code.

       

      REMIC I
        Regular Interest:
        Any of
        the separate non-certificated beneficial ownership interests in REMIC I
        issued hereunder and designated as a Regular Interest in REMIC I. Each
        REMIC I Regular Interest shall accrue interest at the related
        Uncertificated REMIC I 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
        Balance as set forth in the Preliminary Statement hereto. The designations
        for
        the respective REMIC I Regular Interests are set forth in the Preliminary
        Statement hereto. The REMIC I Regular Interests consist of the REMIC I
        Regular Interests I, REMIC I Regular Interest LTP and REMIC I Regular
        Interests I-1-A through I-48-B.

       

      REMIC II
        Interest Loss Allocation Amount:
        With
        respect to any Distribution Date, an amount equal to (a) the product of (i)
        the
        sum of the aggregate Stated Principal Balance of the Mortgage Loans and related
        REO Properties then outstanding and (ii) the Uncertificated REMIC II
        Pass-Through Rate for REMIC II Regular Interest LTAA minus the Marker Rate,
        divided by (b) 12.

       

      REMIC II
        Overcollateralization Target Amount:
        1.00%
        of the Overcollateralization Target Amount.

       

      REMIC II
        Overcollateralized Amount:
        With
        respect to any date of determination, (i) 1.00% of the aggregate Uncertificated
        Principal Balances of the REMIC II Regular Interests minus (ii) the
        aggregate of the Uncertificated Principal Balances of REMIC II Regular
        Interest LT1A1, REMIC II Regular Interest LT1A2, REMIC II Regular
        Interest LT2A1, REMIC II Regular Interest LT2A2, REMIC II Regular
        Interest LT2A3, REMIC II Regular Interest LT2A4, REMIC II Regular
        Interest LTM-1, REMIC II Regular Interest LTM-2, REMIC II Regular
        Interest LTM-3, REMIC II Regular Interest LTM-4, REMIC II Regular
        Interest LTM-5, REMIC II Regular Interest LTM-6, REMIC II Regular
        Interest LTM-7, REMIC II Regular Interest LTM-8, REMIC II Regular
        Interest LTM-9, REMIC II Regular Interest LTM-10, and REMIC II Regular
        Interest LTP, in each case as of such date of determination.

       

      REMIC II
        Principal Loss Allocation Amount:
        With
        respect to any Distribution Date, an amount equal to (a) the product of (i)
        the
        sum of 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 of the Uncertificated Principal Balances
        of
        REMIC II Regular Interest LT1A1, REMIC II Regular Interst LT1A2,
        REMIC II Regular Interest LT1A2, REMIC II Regular Interest LT2A1,
        REMIC II Regular Interest LT2A2, REMIC II Regular Interest LT2A3,
        REMIC II Regular Interest LT2A4, REMIC II Regular Interest LTM-1,
        REMIC II Regular Interest LTM-2, REMIC II Regular Interest LTM-3,
        REMIC II Regular Interest LTM-4, REMIC II Regular Interest LTM-5,
        REMIC II Regular Interest LTM-6, REMIC II Regular Interest LTM-7,
        REMIC II Regular Interest LTM-8, REMIC II Regular Interest LTM-9,
        REMIC II Regular Interest LTM-10, and the denominator of which is the
        aggregate of the Uncertificated Principal Balances of REMIC II Regular
        Interest LT1A1 REMIC II Regular Interest LT1A2, REMIC II Regular
        Interest LT2A1, REMIC II Regular Interest LT2A2, REMIC II Regular
        Interest LT2A3, REMIC II Regular Interest LT2A4, REMIC II Regular
        Interest LTM-1, REMIC II Regular Interest LTM-2, REMIC II Regular
        Interest LTM-3, REMIC II Regular Interest LTM-4, REMIC II Regular
        Interest LTM-5, REMIC II Regular Interest LTM-6, REMIC II Regular
        Interest LTM-7, REMIC II Regular Interest LTM-8, REMIC II Regular
        Interest LTM-9, REMIC II Regular Interest LTM-10, and REMIC II Regular
        Interest LTZZ.

       

      REMIC II
        Regular Interest LTAA:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTAA shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LT1A1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LT1A1 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LT1A2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LT1A2 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LT2A1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LT2A1 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LT2A2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LT2A2 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LT2A3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LT2A3 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LT2A4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LT2A4 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-1:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-1 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-2:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-2 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-3:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-3 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-4:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-4 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-5:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-5 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-6:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-6 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-7:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-7 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-8:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-8 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-9:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-9 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTM-10:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTM-10 shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTIO:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTIO shall
        accrue interest at the related Uncertificated REMIC II Pass-Through Rate in
        effect from time to time subject to the terms and conditions hereof, based
        on
        its Uncertificated Balance.

       

      REMIC II
        Regular Interest LTP:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTP shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interest LTZZ:
        One of
        the separate non-certificated beneficial ownership interests in REMIC II
        issued hereunder and designated as a regular interest in REMIC II for
        purposes of the REMIC Provisions. REMIC II Regular Interest LTZZ shall
        accrue interest at the related Uncertificated REMIC II 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 II
        Regular Interests:
        REMIC II Regular Interest LTAA, REMIC II Regular Interest LT1A1,
        REMIC II Regular Interest LT1A2, REMIC II Regular Interest LT2A1,
        REMIC II Regular Interest LT2A2, REMIC II Regular Interest LT2A3,
        REMIC II Regular Interest LT2A4, REMIC II Regular Interest LTM-1,
        REMIC II Regular Interest LTM-2, REMIC II Regular Interest LTM-3,
        REMIC II Regular Interest LTM-4, REMIC II Regular Interest LTM-5,
        REMIC II Regular Interest LTM-6, REMIC II Regular Interest LTM-7,
        REMIC II Regular Interest LTM-8, REMIC II Regular Interest LTM-9,
        REMIC II Regular Interst LTM-10, REMIC II Regular Interest LTP and
        REMIC II Regular Interest LTZZ.

       

      REMIC II
        Subordinated Balance Ratio:
        The
        ratio among the Uncertificated Balances of each REMIC II Regular Interest
        ending with the designation “SUB,” equal to the ratio between, with respect to
        each such REMIC II Regular Interest, the excess of (x) the aggregate Stated
        Principal Balance of the Mortgage Loans in the related Loan Group over (y)
        the
        current Class Certificate Balance of the Senior Certificates in the related
        Loan
        Group.

       

      REMIC III
        Certificate:
        Any
        Regular Certificate or Class R Certificate.

       

      REMIC III
        Regular Interest:
        Any of
        the regular interests in REMIC III the ownership of which is represented by
        the LIBOR Certificates and the Class C Interest, the Class P Interest and
        the
        Class SWAP-IO Interest.

       

      REMIC III
        Uncertificated Regular Interest:
        The
        Class C Interest, the Class P Interest and the Class Swap-IO
        Interest.

       

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

       

      REMIC
        Uncertificated Pass-Through Rate:
        The
        Uncertificated REMIC I Pass-Through Rate or the Uncertificated
        REMIC II Pass-Through Rate.

       

      Remittance
        Date:
        With
        respect to any Distribution Date, no later than 12:00 PM, Central Time on
        the
        Business Day immediately preceding such Distribution Date.

       

      REO
        Disposition:
        The
        final sale by the Servicer of any REO Property.

       

      REO
        Imputed Interest:
        As to
        any REO Property, for any period, an amount equivalent to interest (at the
        Mortgage Interest Rate net of the Servicing Fee Rate that would have been
        applicable to the related Mortgage Loan had it been outstanding) on the unpaid
        principal balance of the Mortgage Loan as of the date of acquisition thereof
        (as
        such balance is reduced pursuant to Section 3.15 by any income from the REO
        Property treated as a recovery of principal).

       

      REO
        Property:
        A
        Mortgaged Property acquired by the Trust Fund through foreclosure or
        deed-in-lieu of foreclosure in connection with a defaulted Mortgage
        Loan.

       

      Reporting
        Date:
        The
        18th day of each calendar month or the immediately preceding Business Day
        if the
        18th
        is not a
        Business Day.

       

      Reporting
        Servicer:
        As
        defined in Section 4.07(a)(iv)(A).

       

      Reportable
        Event:
        As
        defined in Section 4.07(a)(iii).

       

      Repurchase
        Price:
        With
        respect to any Mortgage Loan, an amount equal to the sum of (i) the unpaid
        principal balance of such Mortgage Loan as of the date of repurchase,
        (ii) interest on such unpaid principal balance of such Mortgage Loan at the
        Mortgage Interest Rate from the last date through which interest has been
        paid
        and distributed to the Trust Administrator to the date of repurchase,
        (iii) all unreimbursed Advances and Servicing Advances and (iv) all
        expenses incurred by the Servicer, the Trust, the Trust Administrator or
        the
        Trustee, as the case may be, in respect of a breach or defect, including,
        without limitation, (a) expenses arising out of the Servicer’s, the Trust
        Administrator’s or Trustee’s, as the case may be, enforcement of the
        Originator’s repurchase obligation, to the extent not included in clause (iii),
        and (b) any costs and damages incurred by the Trust in connection with any
        violation by such Mortgage Loan of any predatory lending law or abusive lending
        law.

       

      Request
        for Release:
        The
        Request for Release submitted by the Servicer to the Trust Administrator,
        substantially in the form of Exhibit J.

       

      Residual
        Certificates:
        As
        specified in the Preliminary Statement.

       

      Responsible
        Officer:
        When
        used with respect to the Trustee means any officer in the Corporate Trust
        Office
        with direct responsibility for the administration of this Agreement and any
        other officer to whom a particular matter is referred because of such officer’s
        knowledge of and familiarity with the particular subject; and when used with
        respect to the Trust Administrator means any vice president, any assistant
        vice
        president, any assistant secretary, any assistant treasurer, any associate
        or
        any other officer of the Trustee or the Trust Administrator customarily
        performing functions similar to those performed by any of the above designated
        officers who at such time shall be officers to whom, with respect to a
        particular matter, such matter is referred because of such officer’s knowledge
        of and familiarity with the particular subject and who shall have direct
        responsibility for the administration of this Agreement.

       

      Rule 144A
        Letter:
        As
        defined in Section 5.02(b).

       

      Sarbanes-Oxley
        Certification:
        A
        written certification signed by an officer of the Servicer that complies
        with
        (i) the Sarbanes-Oxley Act of 2002, as amended from time to time, and (ii)
        the
        February 21, 2003 Statement by the Staff of the Division of Corporation Finance
        of the Securities and Exchange Commission Regarding Compliance by Asset-Backed
        Issuers with Exchange Act Rules 13a-14 and 15d-14, as in effect from time
        to
        time; provided that if, after the Closing Date (a) the Sarbanes-Oxley Act
        of
        2002 is amended, (b) the Statement referred to in clause (ii) is modified
        or
        superseded by any subsequent statement, rule or regulation of the Securities
        and
        Exchange Commission or any statement of a division thereof, or (c) any future
        releases, rules and regulations are published by the Securities and Exchange
        Commission from time to time pursuant to the Sarbanes-Oxley Act of 2002,
        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
        Servicer, materially more onerous than the form of the required certification
        as
        of the Closing Date, the Sarbanes-Oxley Certification shall be as agreed
        to by
        the Servicer and the Depositor following a negotiation in good faith to
        determine how to comply with any such new requirements.

       

      Scheduled
        Maximum Swap Notional Amount:
        With
        respect to any Distribution Date, the amount so specified in a schedule attached
        to the Swap Agreement.

       

      Scheduled
        Payment:
        The
        scheduled monthly payment on a Mortgage Loan due on any Due Date allocable
        to
        principal and/or interest on such Mortgage Loan which, unless otherwise
        specified herein, shall give effect to any related Debt Service Reduction
        and
        any Deficient Valuation that affects the amount of the monthly payment due
        on
        such Mortgage Loan.

       

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

       

      Senior
        Principal Distribution Amount:
        With
        respect to any Distribution Date, an amount equal to the sum of (i) the Group
        1
        Senior Principal Distribution Amount and (ii) the Group 2 Senior Principal
        Distribution Amount.

       

      Servicer:
        Fremont, and if a successor servicer is appointed hereunder, such successor
        servicer.

       

      Servicer
        Enhanced Review Test:
        With
        respect to any Distribution Date, the Servicer will fail the Servicer Enhanced
        Review Test if both (i) the outstanding rating by Moody’s of Fremont as a
        servicer of residential mortgage loans is not “SQ2” or better (including any +/-
        designation), and (ii) the Realized Loss Percentage for the Mortgage Loans
        exceeds the applicable percentages set forth below:

       

      
        	
                Distribution
                  Date Occurring In

              	
                 Percentage

              
	
                May
                  2007 through April 2008

              	
                1.50%

              
	
                May
                  2008 through April 2009

              	
                2.50%

              
	
                May
                  2009 through April 2010

              	
                3.50%

              
	
                May
                  2010 through April 2011

              	
                5.25%

              
	
                May
                  2011 through April 2012

                May
                  2012 and thereafter

              	
                6.75%

                7.30%

              


      

       

      Servicer
        Event of Default:
        One or
        more of the events described in Section 7.01(a).

       

      Servicer
        Remittance Report:
        As
        defined in Section 4.03(d).

       

      Servicer
        Termination Test:
        With
        respect to any Distribution Date, the Servicer will fail the Servicer
        Termination Test if the Realized Loss Percentage for the Mortgage Loans exceeds
        the applicable percentages set forth below or such other higher amounts as
        set
        by any of the Rating Agencies with respect to such Distribution
        Date:

       

      
        	
                Distribution
                  Date Occurring In

              	
                 Percentage

              
	
                May
                  2007 through April 2008

              	
                1.75%

              
	
                May
                  2008 through April 2009

              	
                2.75%

              
	
                May
                  2009 through April 2010

              	
                3.75%

              
	
                May
                  2010 through April 2011

              	
                5.50%

              
	
                May
                  2011 through April 2012

                May
                  2012 and thereafter

              	
                7.00%

                8.00%

              


      

      


      Servicing
        Advances:
        The
        reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by
        the Servicer in the performance of its servicing obligations in connection
        with
        a default, delinquency or other unanticipated event, including, but not limited
        to, the cost of (i) the preservation, restoration, inspection and
        protection of a Mortgaged Property, (ii) any enforcement or judicial
        proceedings, including foreclosures and litigation, in respect of a particular
        Mortgage Loan, (iii) the management (including reasonable fees in
        connection therewith) and liquidation of any REO Property, and (iv) the
        performance of its obligations under Sections 3.01, 3.09, 3.13 and 3.15.
        Servicing Advances also include any reasonable “out-of-pocket” costs and
        expenses (including legal fees) incurred by the Servicer in connection with
        executing and recording instruments of satisfaction, deeds of reconveyance
        or
        Assignments of Mortgage in connection with any satisfaction or foreclosures
        in
        respect of any Mortgage Loan to the extent not recovered from the Mortgagor
        or
        otherwise payable under this Agreement. The Servicer shall not be required
        to
        make any Nonrecoverable Servicing Advances.

       

      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 and any Distribution Date, an amount equal
        to the
        product of (i) one-twelfth of the Servicing Fee Rate, and (ii) the
        Stated Principal Balance of such Mortgage Loan as of the first day of the
        calendar month preceding the month in which such Distribution Date occurs.
        Such
        fee shall be payable monthly, and shall be pro rated for any portion of a
        month
        during which the Mortgage Loan is serviced by the Servicer under this Agreement.
        The Servicing Fee is payable solely from the interest portion (including
        recoveries with respect to interest from Liquidation Proceeds, Insurance
        Proceeds, Condemnation Proceeds and proceeds received with respect to REO
        Properties, to the extent permitted by Section 3.11) of such Scheduled
        Payment collected by the Servicer or as otherwise provided under
        Section 3.11.

       

      Servicing
        Fee Rate:
        With
        respect to each Mortgage Loan, 0.50% per annum.

       

      Servicing
        File:
        With
        respect to each Mortgage Loan, the file retained by the Servicer consisting
        of
        originals or copies of all documents in the Mortgage File which are not
        delivered to the Trust Administrator in the Custodial File and copies of
        the
        Mortgage Loan Documents set forth in Exhibit K hereto.

       

      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 the Mortgage Loans whose name and facsimile signature appear
        on a
        list of servicing officers furnished to the Trustee, the Master Servicer,
        the
        Trust Administrator, the Swap Administrator and the Depositor by the Servicer
        on
        the Closing Date pursuant to this Agreement, as such list may from time to
        time
        be amended.

       

      Servicing
        Rights:
        Any and
        all of the following: (a) all rights and obligations to service the
        Mortgage Loans; (b) any compensation for servicing the Mortgage Loans;
        (c) any late fees, penalties or similar payments with respect to the
        Mortgage Loans (other than prepayment penalties); (d) all agreements or
        documents creating, defining or evidencing any such servicing rights to the
        extent they relate to such servicing rights; (e) any interest on Escrow
        Accounts allowed by law or other similar payments with respect to the Mortgage
        Loans and any amounts actually collected with respect thereto; (f) all
        accounts and other rights to payment related to any of the property described
        in
        this paragraph; (g) the right to possess and use any and all servicing
        files, servicing records, data tapes, computer records, or other information
        pertaining to the Mortgage Loans to the extent relating to the past, present
        or
        prospective servicing of the Mortgage Loans; and (h) all rights, powers and
        privileges incident to any of the foregoing.

       

      Servicing
        Transfer Costs:
        All
        reasonable out-of-pocket costs and expenses (including all extraordinary
        expenses) incurred by the Master Servicer in connection with the transfer
        of
        servicing from a terminated Servicer, including, without limitation, any
        such
        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 Master Servicer to correct any errors or insufficiencies
        in the
        servicing data or otherwise to enable the Master Servicer (or any successor
        Servicer appointed pursuant to Section 7.02) to service the Mortgage Loans
        properly and effectively.

       

      Similar
        Law:
        As
        defined in Section 5.02.

       

      Six-Month
        LIBOR Index:
        With
        respect to each applicable Adjustable Rate Mortgage Loan, the rate as determined
        on the basis of rates at which six-month U.S. dollar deposits are offered
        to
        prime banks in the London interbank market on such date as provided in the
        related Mortgage Note.

       

      60+
        Day Delinquent Mortgage Loan:
        Each
        Mortgage Loan with respect to which any portion of a Scheduled Payment is,
        as of
        the last day of the prior Due Period, two months or more past due (without
        giving effect to any grace period), including Mortgage Loans that are REO
        Properties, in foreclosure or in bankruptcy and that are also two months
        or more
        past due.

       

      Standard
        & Poor’s:
        Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. If
        Standard & Poor’s is designated as a Rating Agency in the Preliminary
        Statement, for purposes of Section 10.05(b) the address for notices to
        Standard & Poor’s shall be Standard & Poor’s, 55 Water Street, New York,
        New York 10041, Attention: Residential Mortgage Surveillance Group - Fremont
        2006-A, or such other address as Standard & Poor’s may hereafter furnish to
        the Depositor, the Servicer, the Master Servicer, the Trust Administrator
        and
        the Trustee.

       

      Start-up
        Day:
        As
        defined in Section 11.01(b).

       

      Stated
        Principal Balance:
        As to
        each Mortgage Loan and as of any date of determination, (i) the principal
        balance of the Mortgage Loan at the Cut-off Date after giving effect to payments
        of principal due on or before such date, minus (ii) all amounts previously
        remitted to the Trustee with respect to the related Mortgage Loan representing
        payments or recoveries of principal including advances in respect of scheduled
        payments of principal. For purposes of any Distribution Date, the Stated
        Principal Balance of any Mortgage Loan will give effect to any scheduled
        payments of principal received by the Servicer on or prior to the related
        Determination Date or advanced by the Servicer for the related Remittance
        Date
        and any unscheduled principal payments and other unscheduled principal
        collections received during the related Prepayment Period.

       

      Stepdown
        Date:
        The
        earlier to occur of (i) the Distribution Date on which the aggregate Certificate
        Principal Balance of the Senior Certificates prior to any distributions of
        principal for such Distribution Date being made is less than or equal to
        the
        Senior Principal Distribution Amount and (ii) the later to occur of (A) the
        Distribution Date occurring in June 2009 and (B) the first Distribution Date
        on
        which the Senior Credit Enhancement Percentage (calculated for this purpose
        only
        after taking into account distributions of principal on the Mortgage Loans
        but
        prior to distribution of the Group 1 Principal Distribution Amount and the
        Group
        2 Principal Distribution Amount to the holders of the Certificates then entitled
        to distributions of principal on such Distribution Date) is greater than
        or
        equal to 46.20%.

       

      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.

       

      Subordinate
        Certificates:
        As
        specified in the Preliminary Statement.

       

      Subsequent
        Recoveries:
        Amounts
        recovered by the Servicer in respect of a liquidated Mortgage Loan in regard
        to
        which a Realized Loss has occurred.

       

      Sub-Servicer:
        Any
        Person that services Mortgage Loans on behalf of a Servicer, and is responsible
        for the performance (whether directly or through sub-servicers or
        Subcontractors) of servicing functions required to be performed under this
        Agreement, any related Servicing Agreement or any sub-servicing agreement
        that
        are identified in Item 1122(d) of Regulation AB.

       

      Subservicing
        Account:
        As
        defined in Section 3.08.

       

      Subservicing
        Agreements:
        As
        defined in Section 3.02(a).

       

      Substitution
        Adjustment Amount:
        The
        meaning ascribed to such term pursuant to Section 2.03(f).

       

      Swap
        Account:
        A
        segregated trust account to be opened and maintained by the Swap Provider
        into
        which the Swap Administrator will, on each Distribution Date, deposit certain
        amounts, if any, received from the Swap Provider from which distributions
        in
        respect of Unpaid Interest Shortfall Amounts, Net WAC Rate Carryover Amounts,
        amounts necessary to maintain the applicable Overcollateralization Target
        Amount
        and Allocated Realized Loss Amounts on the Subordinate Certificates will
        be
        made. The Swap Account will be an asset of the Trust but not of any
        REMIC.

       

      Swap
        Administration Agreement:
        The
        Swap Administration Agreement, dated as of the Closing Date, among the Swap
        Administrator, the Trust Administrator and the Trustee.

       

      Swap
        Agreement:
        The
        Interest Rate Swap Agreement, dated as of May 10, 2006 between the Trustee
        on
        behalf of the Trust and the Swap Provider.

       

      Swap
        Default:
        Such
        events of default under, and as set forth in, the Swap Agreement.

       

      Swap
        Early Termination:
        As
        defined in the Swap Agreement.

       

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

       

      Swap
        Provider:
        Swiss
        Re Financial Corporation.

       

      Swap
        Provider Trigger Event:
        As
        described in the Swap Agreement, (i) an event of default under the Swap
        Agreement with respect to which the Swap Provider is a Defaulting Party (as
        defined in the Swap Agreement), (ii) a Termination Event under the Swap
        Agreement with respect to which the Swap Provider is the sole Affected Party
        (as
        defined in the Swap Agreement) or (iii) an Additional Termination Event (as
        defined in the Swap Agreement) under the Swap Agreement with respect to which
        the Swap Provider is the sole Affected Party

       

      Swap
        Termination Payment:
        A
        termination payment that either the Trust or the Swap Provider may be liable
        to
        make, payable under the terms of the Swap Administration Agreement, upon
        the
        occurrence of any Swap Early Termination, as set forth in the Swap
        Agreement.

       

      Tax
        Service Contract:
        As
        defined in Section 3.09(a).

       

      Telerate
        Page 3750:
        The
        display page currently so designated on the Bridge Telerate Service (or such
        other page as may replace that page on that service for displaying comparable
        rates or prices).

       

      Termination
        Event:
        As
        defined in the Swap Agreement.

       

      Termination
        Price:
        As
        defined in Section 9.01.

       

      Transfer:
        Any
        direct or indirect transfer or sale of any Ownership Interest in a Residual
        Certificate.

       

      Transfer
        Affidavit:
        As
        defined in Section 5.02(c).

       

      Transferor
        Certificate:
        As
        defined in Section 5.02(b).

       

      Trigger
        Event:
        With
        respect to any Distribution Date on or after the Stepdown Date, a Trigger
        Event
        exists if either (a) the Delinquency Percentage exceeds 34.64% of the
        Credit Enhancement Percentage; or (b) 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
        exceeds the applicable percentages set forth below with respect to such
        Distribution Date: 

       

      
        	
                Distribution
                  Date Occurring In

              	
                Loss
                  Percentage

              
	
                June
                  2008 through May 2009

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

              
	
                June
                  2009 through May 2010

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

              
	
                June
                  2010 through May 2011

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

              
	
                June
                  2011 through May 2012

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

              
	
                June
                  2012 and thereafter

              	
                7.60%

              


      

      


      Trust:
        The
        express trust created hereunder in Section 2.01(c).

       

      Trust
        Administrator:
        Wells
        Fargo Bank, N.A., and its successors in interest and, if a successor trust
        administrator is appointed hereunder, such successor.

       

      Trust
        Fund:
        The
        corpus of the trust created hereunder consisting of (i) the Mortgage Loans
        and all interest and principal received on or with respect thereto after
        the
        related Cut-off Date, other than such amounts which were due on the Mortgage
        Loans on or before the related Cut-off Date; (ii) the Collection Account,
        Net WAC Rate Carryover Reserve Account, the Distribution Account, the Swap
        Account and all amounts deposited therein pursuant to the applicable provisions
        of this Agreement; (iii) property that secured a Mortgage Loan and has been
        acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the
        Swap Agreement, and (v) all proceeds of the conversion, voluntary or
        involuntary, of any of the foregoing.

       

      Trust
        REMIC:
        Any of
        REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V and
        REMIC VI.

       

      Trustee:
        HSBC
        Bank USA, National Association, and its successors in interest and, if a
        successor trustee is appointed hereunder, such successor.

       

      Uncertificated
        Accrued Interest:
        With
        respect to each REMIC I or REMIC II Regular Interest on each
        Distribution Date, an amount equal to one month’s interest at the related
        Uncertificated REMIC I or REMIC II Pass-Through Rate, as applicable,
        on the Uncertificated Balance or Uncertificated Notional Amount of such
        REMIC  Regular Interest. In the case of the REMIC I Regular Interests,
        Uncertificated Accrued Interest will be reduced by any Prepayment Interest
        Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC I
        Regular Interests based on their respective entitlements to interest
        irrespective of any Prepayment Interest Shortfalls and Relief Act Interest
        Shortfalls for such Distribution Date). Uncertificated Accrued Interest with
        respect to each Distribution Date and each REMIC I Regular Interest shall
        be reduced by Realized Losses, if any, allocated to such REMIC I Regular
        Interest unless such Realized Loss is restored through Subsequent Recoveries.
        With respect to the Class C Interest, the interest accrued at its Pass-Through
        Rate on its Notional Amount.

       

      Uncertificated
        Balance:
        The
        amount of any REMIC Regular Interest (other than REMIC II Regular Interest
        LTIO) outstanding as of any date of determination. As of the Closing Date,
        the
        Uncertificated Balance of each REMIC Regular Interest (other than REMIC II
        Regular Interest LTIO or other than as specified in the following paragraph)
        shall equal the amount set forth in the Preliminary Statement hereto as its
        initial uncertificated balance. On each Distribution Date, the Uncertificated
        Balance of each REMIC Regular Interest (other than REMIC II Regular
        Interest LTIO) 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. The
        Uncertificated Balance of REMIC II Regular Interest LTZZ shall be increased
        by interest deferrals as provided in Section 4.08. The Uncertificated
        Balance of each REMIC Regular Interest shall never be less than
        zero.

       

      As
        of
the
        Closing
        Date, the Uncertificated Balance of the Class P Interest shall equal the
        amount
        set forth in the Preliminary Statement hereto as its initial Uncertificated
        Balance. On each Distribution Date, the Uncertificated Balance of the Class
        P
        Interest shall be reduced by all distributions of principal made on the Class
        P
        Certificate on such Distribution Date pursuant to Section 4.02. With respect
        to
        the Class C Interest, the excess if any of the then aggregate Uncertificated
        Balance of the REMIC II Regular Interests over the aggregate Class
        Certificate Balance of the LIBOR Certificates and the Class P Certificates
        then
        outstanding.

       

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

       

      
        	
                Distribution
                  Date

              	 	
                REMIC I
                  Regular Interests

              
	
                1

              	 	
                I-1-A
                  through I-48-A

              
	
                2

              	 	
                I-2-A
                  through I-48-A

              
	
                3

              	 	
                I-3-A
                  through I-48-A

              
	
                4

              	 	
                I-4-A
                  through I-48-A

              
	
                5

              	 	
                I-5-A
                  through I-48-A

              
	
                6

              	 	
                I-6-A
                  through I-48-A

              
	
                7

              	 	
                I-7-A
                  through I-48-A

              
	
                8

              	 	
                I-8-A
                  through I-48-A

              
	
                9

              	 	
                I-9-A
                  through I-48-A

              
	
                10

              	 	
                I-10-A
                  through I-48-A

              
	
                11

              	 	
                I-11-A
                  through I-48-A

              
	
                12

              	 	
                I-12-A
                  through I-48-A

              
	
                13

              	 	
                I-13-A
                  through I-48-A

              
	
                14

              	 	
                I-14-A
                  through I-48-A

              
	
                15

              	 	
                I-15-A
                  through I-48-A

              
	
                16

              	 	
                I-16-A
                  through I-48-A

              
	
                17

              	 	
                I-17-A
                  through I-48-A

              
	
                18

              	 	
                I-18-A
                  through I-48-A

              
	
                19

              	 	
                I-19-A
                  through I-48-A

              
	
                20

              	 	
                I-20-A
                  through I-48-A

              
	
                21

              	 	
                I-21-A
                  through I-48-A

              
	
                22

              	 	
                I-22-A
                  through I-48-A

              
	
                23

              	 	
                I-23-A
                  through I-48-A

              
	
                24

              	 	
                I-24-A
                  through I-48-A

              
	
                25

              	 	
                I-25-A
                  through I-48-A

              
	
                26

              	 	
                I-26-A
                  through I-48-A

              
	
                27

              	 	
                I-27-A
                  through I-48-A

              
	
                28

              	 	
                I-28-A
                  through I-48-A

              
	
                29

              	 	
                I-29-A
                  through I-48-A

              
	
                30

              	 	
                I-30-A
                  through I-48-A

              
	
                31

              	 	
                I-31-A
                  through I-48-A

              
	
                32

              	 	
                I-32-A
                  through I-48-A

              
	
                33

              	 	
                I-33-A
                  through I-48-A

              
	
                34

              	 	
                I-34-A
                  through I-48-A

              
	
                35

              	 	
                I-35-A
                  through I-48-A

              
	
                36

              	 	
                I-36-A
                  through I-48-A

              
	
                37

              	 	
                I-37-A
                  through I-48-A

              
	
                38

              	 	
                I-38-A
                  through I-48-A

              
	
                39

              	 	
                I-39-A
                  through I-48-A

              
	
                40

              	 	
                I-40-A
                  through I-48-A

              
	
                41

              	 	
                I-41-A
                  through I-48-A

              
	
                42

              	 	
                I-42-A
                  through I-48-A

              
	
                43

              	 	
                I-43-A
                  through I-48-A

              
	
                44

              	 	
                I-44-A
                  through I-48-A

              
	
                45

              	 	
                I-45-A
                  through I-48-A

              
	
                46

              	 	
                I-46-A
                  through I-48-A

              
	
                47

              	 	
                I-47-A
                  and I-48-A

              
	
                48

              	 	
                I-48-A

              
	
                thereafter

              	 	
                $0.00

              


      

      


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

       

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

       

      Uncertificated
        REMIC II Pass-Through Rate:
        With
        respect to REMIC II Regular Interest LTAA, REMIC II Regular Interest
        LT1A1, REMIC II Regular Interest LT1A2, REMIC II Regular Interest
        LT2A1, REMIC II Regular Interest LT2A2, REMIC II Regular Interest
        LT2A3, REMIC II Regular Interest LT2A4, REMIC II Regular Interest
        LTM-1, REMIC II Regular Interest LTM-2, REMIC II Regular Interest
        LTM-3, REMIC II Regular Interest LTM-4, REMIC II Regular Interest
        LTM-5, REMIC II Regular Interest LTM-6, REMIC II Regular Interest
        LTM-7, REMIC II Regular Interest LTM-8, REMIC II Regular Interest
        LTM-9, REMIC II Regular Interest LTM-10, REMIC II Regular Interest
        LTZZ and REMIC II Regular Interest LTP a per annum rate (but not less than
        zero) equal to the weighted average of: (x) with respect to REMIC I Regular
        Interest I, REMIC I Regular Interest II and each REMIC I Regular
        Interest ending with the designation “B”, the weighted average of the
        Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular
        Interests, weighted on the basis of the Uncertificated Balances of such
        REMIC I Regular Interests for each such Distribution Date and (y) with
        respect to REMIC I 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 I Regular Interest listed below, weighted on the
        basis of the Uncertificated Balances of each such REMIC I Regular Interest
        for each such Distribution Date:

       

      
        	
                Distribution
                  Date

              	
                REMIC I
                  Regular Interest

              	
                Rate

              
	
                1

              	
                I-1-A
                  through I-48-A

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

              
	
                2

              	
                I-2-A
                  through I-48-A

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

              
	 	
                I-1-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                3

              	
                I-3-A
                  through I-48-A

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

              
	 	
                I-1-A
                  and I-2-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                4

              	
                I-4-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-3-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                5

              	
                I-5-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-4-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                6

              	
                I-6-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-5-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                7

              	
                I-7-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-6-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                8

              	
                I-8-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-7-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                9

              	
                I-9-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-8-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                10

              	
                I-10-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-9-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                11

              	
                I-11-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-10-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                12

              	
                I-12-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-11-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                13

              	
                I-13-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-12-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                14

              	
                I-14-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-13-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                15

              	
                I-15-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-14-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                16

              	
                I-16-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-15-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                17

              	
                I-17-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-16-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                18

              	
                I-18-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-17-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                19

              	
                I-19-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-18-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                20

              	
                I-20-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-19-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                21

              	
                I-21-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-20-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                22

              	
                I-22-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-21-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                23

              	
                I-23-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-22-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                24

              	
                I-24-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-23-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                25

              	
                I-25-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-24-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                26

              	
                I-26-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-25-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                27

              	
                I-27-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-26-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                28

              	
                I-28-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-27-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                29

              	
                I-29-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-28-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                30

              	
                I-30-A
                  through I-48-A

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

              
	 	
                II-30-A
                  through II-48-A

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

              
	 	
                I-1-A
                  through I-29-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	 	
                II-1-A
                  through II-29-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                31

              	
                I-31-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-30-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                32

              	
                I-32-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-31-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                33

              	
                I-33-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-32-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                34

              	
                I-34-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-33-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                35

              	
                I-35-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-34-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                36

              	
                I-36-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-35-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                37

              	
                I-37-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-36-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                38

              	
                I-38-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-37-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                39

              	
                I-39-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-38-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                40

              	
                I-40-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-39-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                41

              	
                I-41-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-40-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                42

              	
                I-42-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-41-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                43

              	
                I-43-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-42-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                44

              	
                I-44-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-43-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                45

              	
                I-45-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-44-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                46

              	
                I-46-A
                  through I-48-A

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

              
	 	
                I-1-A
                  through I-45-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                47

              	
                I-47-A
                  and I-48-A

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

              
	 	
                I-1-A
                  through I-46-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                48

              	
                I-48-A

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

              
	 	
                I-1-A
                  through I-47-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	
                thereafter

              	
                I-1-A
                  through I-48-A

              	
                Uncertificated
                  REMIC I Pass-Through Rate

              
	 	 	 
	 	 	 


      

      


       

      With
        respect to REMIC II Regular Interest LTIO, and (i) the first Distribution
        Date through the 48th Distribution Date, the excess of (x) the weighted average
        of the Uncertificated REMIC I Pass-Through Rates for REMIC I Regular
        Interests including the designation “A,” over (y) 2 multiplied by Swap LIBOR and
        (ii) thereafter, 0.00%.

       

      Underwriters’
        Exemption:
        Any
        exemption listed in footnote 1 of, and amended by, Prohibited Transaction
        Exemption 2002-41, 67 Fed. Reg. 54487 (2002), or any successor
        exemption.

       

      Underwriting
        Guidelines:
        The
        underwriting guidelines attached to the Purchase Agreement.

       

      Unpaid
        Interest Shortfall Amount:
        (i) For
        each Class of Offered Certificates and the first Distribution Date, zero,
        and
        (ii) with respect to each Class of Offered Certificates and 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 paid
        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.

       

      U.S.
        Person:
        (i) A citizen or resident of the United States; (ii) a corporation (or
        entity treated as a corporation for tax purposes) created or organized in
        the
        United States or under the laws of the United States or of any State thereof,
        including, for this purpose, the District of Columbia; (iii) a partnership
        (or entity treated as a partnership for tax purposes) organized in the United
        States or under the laws of the United States or of any state thereof,
        including, for this purpose, the District of Columbia (unless provided otherwise
        by future Treasury regulations); (iv) an estate whose income is includible
        in gross income for United States income tax purposes regardless of its source;
        or (v) 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
        U.S.
        Persons have authority to control all substantial decisions of the trust.
        Notwithstanding the last clause of the preceding sentence, to the extent
        provided in Treasury regulations, certain trusts in existence on August 20,
        1996, and treated as U.S. Persons prior to such date, may elect to continue
        to
        be U.S. Persons.

       

      Voting
        Rights:
        The
        portion of the voting rights of all of the Certificates which is allocated
        to
        any Certificate. As of any date of determination, (a) 1% of all Voting
        Rights shall be allocated to the Class
        C Certificates,
        if any
        (such Voting Rights to be allocated among the holders of Certificates of
        each
        such Class in accordance with their respective Percentage Interests),
        (b) 1% of all Voting Rights shall be allocated to the Class P
        Certificates, if any, and (c) the remaining Voting Rights shall be
        allocated among Holders of the remaining Classes of Certificates in proportion
        to the Certificate Principal Balances of their respective Certificates on
        such
        date.

       

      ARTICLE
        II

      CONVEYANCE
        OF MORTGAGE LOANS;
        REPRESENTATIONS AND WARRANTIES

       

      Section
        2.01. Conveyance
        of Mortgage Loans. 

       

      The
        Depositor, concurrently with the execution and delivery hereof, hereby sells,
        transfers, assigns, sets over and otherwise conveys to the Trustee for the
        benefit of the Certificateholders, without recourse, all the right, title
        and
        interest of the Depositor in and to the Trust Fund, together with all rights
        of
        the Depositor under the Swap Administration Agreement (if any), and the Trustee,
        on behalf of the Trust, hereby accepts the Trust Fund.

       

      (a) In
        connection with the transfer and assignment of each Mortgage Loan, the Depositor
        has delivered or caused to be delivered to the Trustee or the Trust
        Administrator or its designee, as applicable, for the benefit of the
        Certificateholders, the following documents or instruments with respect to
        each
        Mortgage Loan so assigned:

       

      (i) the
        original Mortgage Note bearing all intervening endorsements showing a complete
        chain of endorsement from the originator to the last endorsee, endorsed “Pay to
        the order of _____________, without recourse” and signed (which may be by
        facsimile signature) in the name of the last endorsee by an authorized officer.
        To the extent that there is no room on the face of the Mortgage Notes for
        endorsements, the endorsement may be contained on an allonge, if state law
        so
        allows and the Trustee is so advised by the Depositor that state law so
        allows;

       

      (ii) the
        original of any guarantee executed in connection with the Mortgage
        Note;

       

      (iii) with
        respect to each Mortgage Loan, the original Mortgage with evidence of recording
        thereon or a certified true copy of such Mortgage submitted for recording.
        If in
        connection with any Mortgage Loan, the Originator cannot deliver or cause
        to be
        delivered the original Mortgage with evidence of recording thereon on or
        prior
        to the Closing Date because of a delay caused by the public recording office
        where such Mortgage has been delivered for recordation or because such Mortgage
        has been lost or because such public recording office retains the original
        recorded Mortgage, the Originator (to the extent that it has not previously
        delivered the same to the Depositor, the Trustee or the Trust Administrator)
        shall deliver or cause to be delivered to the Trustee or Trust Administrator,
        (1) a photocopy of such Mortgage, certified by the Originator (or certified
        by the title company, escrow agent, or closing attorney) to be a true and
        complete copy of such Mortgage dispatched to the appropriate public recording
        office for recordation; and (2) upon receipt thereof by the Originator, the
        original recorded Mortgage, or, in the case of a Mortgage where a public
        recording office retains the original recorded Mortgage or in the case where
        a
        Mortgage is lost after recordation in a public recording office, a copy of
        such
        Mortgage certified by such public recording office to be a true and complete
        copy of the original recorded Mortgage;

       

      (iv) the
        originals of all assumption, modification, consolidation or extension agreements
        (if provided), with evidence of recording thereon or a certified true copy
        of
        such agreement submitted for recording;

       

      (v) except
        with respect to each MERS Designated Mortgage Loan, the original Assignment
        of
        Mortgage for each Mortgage Loan endorsed in blank and in recordable
        form;

       

      (vi) with
        respect to each Mortgage Loan, the originals of all intervening Assignments
        of
        Mortgage (if any) evidencing a complete chain of assignment from the applicable
        originator (or MERS with respect to each MERS Designated Mortgage Loan) to
        the
        last endorsee with evidence of recording thereon, or if any such intervening
        assignment has not been returned from the applicable recording office or
        has
        been lost or if such public recording office retains the original recorded
        Assignments of Mortgage, the Originator (to the extent that it has not
        previously delivered the same to the Depositor, the Trustee or the Trust
        Administrator) shall deliver or cause to be delivered to the Trustee or the
        Trust Administrator, (1) a photocopy of such intervening assignment,
        certified by the Originator (or certified by the title company, escrow agent,
        or
        closing attorney) to be a complete copy of such intervening Assignment of
        Mortgage dispatched to the appropriate public recording office for recordation
        upon receipt thereof by the Originator, and (2) the original recorded
        intervening assignment or in the case where an intervening assignment is
        lost
        after recordation in a public recording office, a copy of such intervening
        assignment certified by such public recording office to be a true and complete
        copy of the original recorded intervening assignment;

       

      (vii) the
        original or duplicate lender’s title policy and any riders thereto or, any one
        of an original title binder, an original or copy of the preliminary title
        report
        or an original or copy of the title commitment, and if, copies then certified
        by
        the title company;

       

      (viii) a
        security agreement, chattel mortgage or equivalent document executed in
        connection with the Mortgage (if provided); and

       

      (ix) original
        powers of attorney, if applicable, with evidence of recording thereon, if
        required.

       

      Each
        Mortgage Loan for which a Mortgage Note is missing shall be evidenced by
        a lost
        note affidavit as of the Closing Date. In the event, for purposes of the
        Closing
        Date, one or more lost note affidavits are provided to cover multiple missing
        Mortgage Notes, the Originator shall deliver to the Trustee or the Trust
        Administrator the applicable individual lost note affidavits within ten (10)
        Business Days of the Closing Date. If the Originator fails to deliver the
        required individual lost note affidavits within the specified period of time,
        the Trustee or the Trust Administrator shall notify the Originator to take
        such
        remedial actions, including, without limitation, the repurchase by the
        Originator of such Mortgage Loan within 30 days of the Closing
        Date.

       

      The
        Originator shall deliver to the Trustee or the Trust Administrator the
        applicable recorded document promptly upon receipt from the respective recording
        office but in no event later than 150 days from the Closing Date.

       

      If
        any
        Mortgage has been recorded in the name of Mortgage Electronic Registration
        System, Inc. (“MERS”) or its designee, no Assignment of Mortgage in favor of the
        Trustee will be required to be prepared or delivered and instead, the Servicer
        shall take all reasonable actions as are necessary at the expense of the
        Depositor to cause the Trustee to be shown as the owner of the related Mortgage
        Loan on the records of MERS for the purpose of the system of recording transfers
        of beneficial ownership of mortgages maintained by MERS.

       

      From
        time
        to time, the Originator shall forward with respect to the Mortgage Loans,
        to the
        Trustee or the Trust Administrator additional original documents, and additional
        documents evidencing an assumption, modification, consolidation or extension
        of
        a Mortgage Loan approved by the Originator in accordance with the terms of
        this
        Agreement. All such mortgage documents held by the Trustee or the Trust
        Administrator as to each Mortgage Loan shall constitute the “Custodial
        File.”

       

      The
        requirements of this paragraph relate only to Mortgage Loans that are not
        MERS
        Designated Mortgage Loans. On or prior to the Closing Date, the Originator
        shall
        deliver to the Trustee or Trust Administrator Assignments of Mortgages, in
        blank, for each Mortgage Loan (except with respect to each MERS Designated
        Mortgage Loan). The Originator shall cause such Assignments of Mortgage with
        completed recording information to be provided to the Trustee or the Trust
        Administrator in a reasonably acceptable manner. No later than thirty (30)
        Business Days following the later of the Closing Date and the date of receipt
        by
        the Servicer of the fully completed Assignments of Mortgages in recordable
        form,
        the Servicer shall promptly submit or cause to be submitted for recording,
        at
        the expense of the Originator at no expense to the Trust Fund, the Master
        Servicer, the Trust Administrator, the Trustee or the Depositor in the
        appropriate public office for real property records, each Assignment of Mortgage
        referred to in Section 2.01(a)(vi). Notwithstanding the foregoing, however,
        for administrative convenience and facilitation of servicing and to reduce
        closing costs, the Assignments of Mortgage shall not be required to be completed
        and submitted for recording with respect to any Mortgage Loan if the Trustee,
        the Trust Administrator and each Rating Agency have received an opinion of
        counsel, satisfactory in form and substance to the Trustee and Trust
        Administrator and each Rating Agency, to the effect that the recordation
        of such
        Assignments of Mortgage in any specific jurisdiction is not necessary to
        protect
        the Trustee’s interest in the related Mortgage Note. If the Assignment of
        Mortgage is to be recorded, the Mortgage shall be assigned by the Originator
        at
        the Originator’s expense to “HSBC Bank USA, National Association, as trustee
        under the Pooling and Servicing Agreement dated as of May 1, 2006, Fremont
        Home
        Loan Trust 2006-A.” In the event that any such assignment is lost or returned
        unrecorded because of a defect therein, the Originator shall promptly prepare
        a
        substitute assignment to cure such defect and thereafter cause each such
        assignment to be duly recorded.

       

      On
        or
        prior to the Closing Date, the Depositor shall deliver to the Trustee, the
        Servicer and the Trust Administrator a copy of the Data Tape Information
        in an
        electronic, machine readable medium in a form mutually acceptable to the
        Depositor, the Servicer, the Master Servicer, the Trust Administrator and
        the
        Trustee. Within ten (10) Business Days of the Closing Date, the Depositor
        shall
        deliver a copy of the complete Mortgage Loan Schedule to the Trustee, the
        Master
        Servicer, the Trust Administrator and the Servicer.

       

      In
        the
        event, with respect to any Mortgage Loans, that such original or copy of
        any
        document submitted for recordation to the appropriate public recording office
        is
        not so delivered to the Trustee or the Trust Administrator within 150 days
        following the Closing Date, and in the event that the Originator does not
        cure
        such failure within 30 days of discovery or receipt of written notification
        of
        such failure from the Depositor, the related Mortgage Loan shall, upon the
        request of the Depositor, be repurchased by the Originator at the price and
        in
        the manner specified in Section 2.03. The foregoing repurchase remedy shall
        not
        apply in the event that the Originator cannot deliver such original or copy
        of
        any document submitted for recordation to the appropriate public recording
        office within the specified period due to a delay caused by the recording
        office
        in the applicable jurisdiction; provided,
        that
        the Originator shall instead deliver a recording receipt of such recording
        office or, if such recording receipt is not available, an officer’s certificate
        of an officer of the Originator confirming that such document has been accepted
        for recording.

       

      Notwithstanding
        anything to the contrary contained in this Section 2.01, in those instances
        where the public recording office retains or loses the original Mortgage
        or
        assignment after it has been recorded, the obligations of the Originator
        shall
        be deemed to have been satisfied upon delivery by the Originator to the Trustee
        or the Trust Administrator prior to the Closing Date of a copy of such Mortgage
        or assignment, as the case may be, certified (such certification to be an
        original thereof) by the public recording office to be a true and complete
        copy
        of the recorded original thereof.

       

      (b) The
        Depositor does hereby establish, pursuant to the further provisions of this
        Agreement and the laws of the State of New York, an express trust (the “Trust”)
        to be known, for convenience, as “Fremont Home Loan Trust 2006-A” and HSBC Bank
        USA, National Association is hereby appointed as Trustee in accordance with
        the
        provisions of this Agreement.

       

      (c) The
        Trust
        shall have the capacity, power and authority, and the Trustee on behalf of
        the
        Trust is hereby authorized and directed, to accept the sale, transfer,
        assignment, set over and conveyance by the Depositor to the Trust of all
        the
        right, title and interest of the Depositor in and to the Trust Fund (including,
        without limitation, the Mortgage Loans) pursuant to Section 2.01(a) and,
        solely
        in its capacity as Trustee on behalf of the Certificateholders, to enter
        into
        the Swap Agreement
        and the
        Swap Administration Agreement. The Swap Administrator is also hereby directed
        to
        enter into the Swap Administration Agreement.

       

      (d) The
        parties hereto acknowledge and agree that it is the policy and intention
        of the
        Trust to acquire only Mortgage Loans meeting the requirements set forth in
        this
        Agreement, including without limitation, the representation and warranty
        set
        forth in paragraph II(l) of Schedule IV hereto.

       

      (e) Notwithstanding
        anything to the contrary contained herein, the parties hereto acknowledge
        that
        the functions of the Trustee with respect to the custody, acceptance, inspection
        and release of Custodial Files, including but not limited to certain insurance
        policies and documents contermplated by this Agreement, and preparation and
        delivery of the certifications shall be performed by the Trust Administrator
        or
        Custodian, as applicable, pursuant to the terms and conditions of this
        Agreement.

       

      Section
        2.02. Acceptance
        by the Trustee or Trust Administrator of the Mortgage Loans. 

       

      The
        Trustee or the Trust Administrator on its behalf acknowledges receipt of
        the
        documents identified in its initial certification in the form annexed hereto
        as
        Exhibit E (the “Initial Certification”), and declares that it, or the Trust
        Administrator on its behalf, holds and will hold such documents and the other
        documents delivered to it pursuant to Section 2.01, and that it holds or
        will hold such other assets as are included in the Trust Fund, in trust for
        the
        exclusive use and benefit of all present and future Certificateholders. Each
        of
        the Trustee and the Trust Administrator, as applicable, on its behalf
        acknowledges that it will maintain possession of the related Mortgage Notes
        in
        any of the states of Minnesota, California or Utah, unless otherwise permitted
        by the Rating Agencies.

       

      Prior
        to
        and as a condition to the Closing, the Trustee shall deliver, or cause the
        Trust
        Administrator to deliver, via facsimile (with original to follow the next
        Business Day) to the Depositor, the Master Servicer and the Servicer the
        Initial
        Certification prior to the Closing Date, or as the Depositor agrees, on the
        Closing Date, certifying receipt of a Mortgage Note and Assignment of Mortgage
        for each Mortgage Loan with any exceptions thereon. The Trustee or the Trust
        Administrator, as applicable, shall not be responsible to verify the validity,
        sufficiency or genuineness of any document in any Custodial File.

       

      The
        Trustee or the Trust Administrator, as applicable, shall ascertain that all
        documents in the Custodial File required to be reviewed by it are in its
        possession, and shall deliver to the Depositor, the Master Servicer and the
        Servicer the Initial Certification on the Closing Date, and shall deliver
        to the
        Depositor and the Servicer a Document Certification and Exception Report,
        in the
        form annexed hereto as Exhibit F, within 90 days after the Closing Date to
        the effect 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 such certification as an exception and not covered by such
        certification): (i) all documents required to be received by it are in its
        possession; (ii) such documents have been reviewed by it and appear regular
        on their face and relate to such Mortgage Loan; (iii) based on its
        examination and only as to the foregoing documents, the information set forth
        in
        items (i), (ii) and (xii) of the Mortgage Loan Schedule and items (1), (2),
        (3)
        and (13) of the Data Tape Information respecting such Mortgage Loan is correct;
        and (iv) each Mortgage Note has been endorsed as provided in
        Section 2.01 of this Agreement. The Trustee or Trust Administrator, as
        applicable, shall not be responsible to verify the validity, sufficiency
        or
        genuineness of any document in any Custodial File.

       

      The
        Trustee or the Trust Administrator, as applicable, shall retain possession
        and
        custody of each Custodial File in accordance with and subject to the terms
        and
        conditions set forth herein. The Servicer shall promptly deliver to the Trustee
        or the Trust Administrator, as applicable, upon the execution or receipt
        thereof, the originals of such other documents or instruments constituting
        the
        Custodial File as come into the possession of the Servicer from time to
        time.

       

      The
        Originator shall deliver to the Servicer copies of all trailing documents
        required to be included in the Custodial File at the same time the original
        or
        certified copies thereof are delivered to the Trustee or the Trust
        Administrator, as applicable, including but not limited to such documents
        as the
        title insurance policy and any other Mortgage Loan documents upon return
        from
        the public recording office. The documents shall be delivered by the Originator
        at the Originator’s expense to the Servicer and in no event shall the Servicer
        be responsible for such expense.

       

      Section
        2.03. Representations,
        Warranties and Covenants of the Originator and the Servicer.

       

      (a) The
        Originator hereby makes the representations and warranties set forth in
        Schedule IV hereto to the Depositor, the Trust Administrator and the
        Trustee as of the Closing Date.

       

      (b) It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 2.03 shall survive the transfer of the Mortgage Loans by the
        Depositor to the Trustee, and shall inure to the benefit of the Depositor,
        the
        Trust Administrator and the Trustee notwithstanding any restrictive or qualified
        endorsement on any Mortgage Note or Assignment of Mortgage or the examination
        or
        failure to examine any Mortgage File. Upon discovery by any of the Originator,
        the Depositor, the Trustee, the Trust Administrator, the Master Servicer
        or the
        Servicer of a breach of any of the foregoing representations and warranties,
        the
        party discovering such breach shall give prompt written notice to the
        others.

       

      (c) Within
        30
        days of the earlier of either discovery by or notice to the Originator that
        any
        Mortgage Loan does not conform to the requirements as determined in the
        Trustee’s or the Trust Administrator’s review of the related Custodial File or
        within 60 days of the earlier of either discovery by or notice to the
        Originator of any breach of a representation or warranty set forth in
        Section 2.03(b), that materially and adversely affects the value of any
        Mortgage Loan or the interest of the Trustee or the Certificateholders therein,
        the Originator shall use its best efforts to cause to be remedied a material
        defect in a document constituting part of a Mortgage File or promptly to
        cure
        such breach in all material respects and, if such defect or breach cannot
        be
        remedied, the Originator shall, (i) if such 30- or 60-day period, as
        applicable, expires prior to the second anniversary of the Closing Date,
        remove
        such related Mortgage Loan (a “Deleted
        Mortgage Loan”)
        from
        the Trust Fund and substitute in its place a Qualified Substitute Mortgage
        Loan,
        in the manner and subject to the conditions set forth in this Section 2.03,
        or (ii) repurchase such Mortgage Loan at the Repurchase Price; provided,
        however,
        that
        any such substitution pursuant to clause (i) above shall not be effected
        prior
        to the delivery to the Trustee and the Trust Administrator of the Opinion
        of
        Counsel required by Section 2.04, if any, and a Request for Release
        substantially in the form of Exhibit J, and the Mortgage File for any such
        Qualified Substitute Mortgage Loan; provided,
        further,
        that
        with respect to any representations and warranties which are made to the
        best of
        the Originator’s knowledge, if it is discovered by the Originator, the Servicer,
        the Master Servicer, the Trust Administrator, the Depositor or the Trustee
        that
        the substance of such representation and warranty is inaccurate and such
        inaccuracy materially and adversely affects the value of the related Mortgage
        Loans or materially and adversely affects the interests of the Trustee or
        the
        Certificateholders therein or such inaccuracy materially and adversely affects
        the value of the related Mortgage Loan or materially and adversely affects
        the
        interests of the Trustee or the Certificateholders therein in the case of
        a
        representation and warranty relating to a particular Mortgage Loan,
        notwithstanding the Originator’s lack of knowledge with respect to the substance
        of such representation and warranty, such inaccuracy shall be deemed a breach
        of
        the applicable representation and warranty. In the event that a breach which
        materially and adversely affects the value of the related Mortgage Loan or
        Mortgage Loans, as the case may be, or the interests of the Trustee or the
        Certificateholders therein, shall involve any representation or warranty
        set
        forth in Schedule IV, and such breach cannot be cured within 60 days of the
        earlier of either discovery by or notice to the Originator of such breach,
        all
        of the Mortgage Loans shall, at the Depositor’s option, be repurchased by the
        Originator at the Repurchase Price. Notwithstanding the foregoing, a breach
        which causes a Mortgage Loan not to constitute a “qualified mortgage” within the
        meaning of Section 860G(a)(3) of the Code, or by the Originator of any of
        the representations and warranties set forth in clauses I(tt), I(uu) or
        I(lll) of Schedule IV, in each case, will be deemed automatically to
        materially and adversely affect the value of such Mortgage Loan and the
        interests of the Trustee and Certificateholders in such Mortgage Loan. In
        the
        event that the Trustee or the Trust Administrator receives notice of a breach
        by
        the Originator of any of the representations and warranties set forth in
        clauses I(tt), I(uu) or I(lll) of Schedule IV, the Trustee or the
        Trust Administrator shall give notice of such breach to the Originator and
        request the Originator to repurchase the Mortgage Loan at the Repurchase
        Price
        within sixty (60) days of the Originator’s receipt of such notice. The
        Originator shall repurchase each such Deleted Mortgage Loan within 60 days
        of the earlier of discovery or receipt of notice with respect to each such
        Deleted Mortgage Loan.

       

      (d) With
        respect to any Qualified Substitute Mortgage Loan or Loans, the Originator
        shall
        deliver to the Trustee or the Trust Administrator for the benefit of the
        Certificateholders, the Mortgage Note, the Mortgage, the related assignment
        of
        the Mortgage, and such other documents and agreements as are required by
        Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as
        required by Section 2.01. No substitution is permitted to be made in any
        calendar month after the Determination Date for such month. Scheduled Payments
        due with respect to Qualified Substitute Mortgage Loans in the Due Period
        of
        substitution shall not be part of the Trust Fund and will be retained by
        the
        Originator on the next succeeding Distribution Date. For the Due Period of
        substitution, distributions to Certificateholders will include the Scheduled
        Payment due on any Deleted Mortgage Loan for such Due Period and thereafter
        the
        Originator shall be entitled to retain all amounts received in respect of
        such
        Deleted Mortgage Loan.

       

      (e) In
        connection with any repurchase or substitution of a Mortgage Loan pursuant
        to
        this Section 2.03, the Servicer shall, based on information provided by the
        Originator, amend the Mortgage Loan Schedule for the benefit of the
        Certificateholders to reflect the removal of such Deleted Mortgage Loan and
        the
        substitution of the Qualified Substitute Mortgage Loan or Loans and the Servicer
        shall deliver the amended Mortgage Loan Schedule to the Trustee, the Trust
        Administrator and the Master Servicer. Upon such substitution, the Qualified
        Substitute Mortgage Loan or Loans shall be subject to the terms of this
        Agreement in all respects, and the Originator shall be deemed to have made
        with
        respect to such Qualified Substitute Mortgage Loan or Loans, as of the date
        of
        substitution, the representations and warranties made pursuant to
        Section 2.03(b) with respect to such Mortgage Loan. Upon any such
        substitution and the deposit to the Collection Account of the amount required
        to
        be deposited therein in connection with such substitution as described in
        the
        following paragraph, the Trustee or the Trust Administrator, as applicable,
        shall release the Mortgage File held for the benefit of the Certificateholders
        relating to such Deleted Mortgage Loan to the Originator and shall execute
        and
        deliver at the direction of the Originator such instruments of transfer or
        assignment prepared by the Originator in each case without recourse, as shall
        be
        necessary to vest title in the Originator or its designee, the Trustee’s
        interest in any Deleted Mortgage Loan substituted for pursuant to this
        Section 2.03.

       

      (f) For
        any
        month in which the Originator substitutes one or more Qualified Substitute
        Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will
        determine the amount (if any) by which the aggregate unpaid principal balance
        of
        all such Qualified Substitute Mortgage Loans as of the date of substitution
        is
        less than the aggregate Stated Principal Balance of all such Deleted Mortgage
        Loans (after application of the scheduled principal portion of the Scheduled
        Payments due in the Due Period of substitution). The amount of such shortage
        (the “Substitution
        Adjustment Amount”)
        plus
        an amount equal to the aggregate of any unreimbursed Advances with respect
        to
        such Deleted Mortgage Loans shall be remitted by the Originator to the Servicer
        for deposit into the Collection Account on or before the next Remittance
        Date.

       

      (g) In
        addition to such repurchase or substitution obligations, the Originator shall
        indemnify the Depositor, any of its Affiliates, the Servicer, the Master
        Servicer, the Trust Administrator and the Trustee and hold such parties harmless
        against any losses, damages, penalties, fines, forfeitures, reasonable and
        necessary legal fees and related costs, judgments, and other costs and expenses
        resulting from any claim, demand, defense or assertion based on or grounded
        upon, or resulting from, a breach by the Originator of any of its
        representations and warranties contained in this Agreement.

       

      (h) In
        the
        event that a Mortgage Loan shall have been repurchased pursuant to this
        Agreement, the proceeds from such repurchase shall be deposited in the
        Collection Account by the Servicer pursuant to Section 3.10 on or before
        the next Remittance Date and upon such deposit of the Repurchase Price, the
        delivery of the Opinion of Counsel required by Section 2.04, if applicable,
        and receipt of a Request for Release in the form of Exhibit J hereto, the
        Trustee or the Trust Administrator, as applicable, shall release the related
        Custodial File held for the benefit of the Certificateholders to such Person
        as
        directed by the Servicer, and the Trustee shall execute and deliver at such
        Person’s direction such instruments of transfer or assignment prepared by such
        Person, in each case without recourse, as shall be necessary to transfer
        title
        from the Trustee. It is understood and agreed that the obligation under this
        Agreement of any Person to cure, repurchase or replace any Mortgage Loan
        as to
        which a breach has occurred and is continuing, together with any related
        indemnification obligations, shall constitute the sole remedy against such
        Persons respecting such breach available to Certificateholders, the Depositor,
        the Servicer, the Master Servicer, the Trust Administrator or the Trustee
        on
        their behalf.

       

      The
        representations and warranties made pursuant to this Section 2.03 shall
        survive delivery of the respective Custodial Files to the Trustee or Trust
        Administrator for the benefit of the Certificateholders.

       

      Section
        2.04. Delivery
        of Opinion of Counsel in Connection with Substitution; Non-Qualified
        Mortgages.

       

      (a) Notwithstanding
        any contrary provision of this Agreement, no substitution pursuant to
        Section 2.03 shall be made more than 90 days after the Closing Date unless
        the Originator delivers to the Trustee and the Trust Administrator an Opinion
        of
        Counsel, which Opinion of Counsel shall not be at the expense of either the
        Trustee, the Trust Administrator or the Trust Fund, addressed to the Trustee
        and
        the Trust Administrator, to the effect that such substitution will not
        (i) result in the imposition of the tax on “prohibited transactions” on any
        Trust REMIC or contributions after the Start-up Day, as defined in
        Sections 860F(a)(2) and 860G(d) of the Code, respectively or
        (ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that
        any Certificates are outstanding.

       

      (b) Upon
        discovery by the Depositor, the Originator, the Master Servicer, the Trust
        Administrator, the Servicer or the Trustee that any Mortgage Loan does not
        constitute a “qualified mortgage” within the meaning of Section 860G(a)(3)
        of the Code, the party discovering such fact shall promptly (and in any event
        within five (5) Business Days of discovery) give written notice thereof to
        the
        other parties. In connection therewith, the Trustee shall require the Originator
        to repurchase the affected Mortgage Loan within 30 days of the earlier of
        discovery or receipt of notice in the same manner as it would a Mortgage
        Loan
        for a breach of representation or warranty made pursuant to Section 2.03.
        The Trustee shall reconvey to the Originator 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
        contained in Section 2.03.

       

      Section
        2.05. Execution
        and Delivery of Certificates. 

       

      The
        Trustee acknowledges the transfer and assignment to it of the Trust Fund
        and,
        concurrently with such transfer and assignment, the Trust Administrator has
        executed and delivered to or upon the order of the Depositor, the Certificates
        in authorized denominations evidencing directly or indirectly the entire
        ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and
        exercise the rights referred to above for the benefit of all present and
        future
        Holders of the Certificates.

       

      Section
        2.06. Representations
        and Warranties of the Depositor. 

       

      The
        Depositor hereby represents, warrants and covenants to the Trustee, the Trust
        Administrator, the Master Servicer, the Swap Administrator the Servicer and
        the
        Originator that as of the date of this Agreement or as of such date specifically
        provided herein:

       

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

       

      (b) The
        Depositor has the corporate power and authority to convey the Mortgage Loans
        and
        to execute, deliver and perform, and to enter into and consummate the
        transactions contemplated by, this Agreement;

       

      (c) This
        Agreement has been duly and validly authorized, executed and delivered by
        the
        Depositor, all requisite corporate action having been taken, and, assuming
        the
        due authorization, execution and delivery hereof by the Master Servicer,
        the
        Trust Administrator, the Servicer, the Originator and the Trustee, constitutes
        or will constitute the legal, valid and binding agreement of the Depositor,
        enforceable against the Depositor in accordance with its terms, except as
        such
        enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
        or other similar laws relating to or affecting the rights of creditors
        generally, and by general equity principles (regardless of whether such
        enforcement is considered in a proceeding in equity or at law);

       

      (d) No
        consent, approval, authorization or order of or registration or filing with,
        or
        notice to, any governmental authority or court is required for the execution,
        delivery and performance of or compliance by the Depositor with this Agreement
        or the consummation by the Depositor of any of the transactions contemplated
        hereby, except as have been made on or prior to the Closing Date;

       

      (e) None
        of
        the execution and delivery of this Agreement, the consummation of the
        transactions contemplated hereby or thereby, or the fulfillment of or compliance
        with the terms and conditions of this Agreement, (i) conflicts or will
        conflict with or results or will result in a breach of, or constitutes or
        will
        constitute a default or results or will result in an acceleration under
        (A) the charter or bylaws of the Depositor, or (B) of any term,
        condition or provision of any material indenture, deed of trust, contract
        or
        other agreement or instrument to which the Depositor or any of its subsidiaries
        is a party or by which it or any of its subsidiaries is bound; (ii) results
        or will result in a violation of any law, rule, regulation, order, judgment
        or
        decree applicable to the Depositor of any court or governmental authority
        having
        jurisdiction over the Depositor or its subsidiaries; or (iii) results in
        the creation or imposition of any lien, charge or encumbrance which would
        have a
        material adverse effect upon the Mortgage Loans or any documents or instruments
        evidencing or securing the Mortgage Loans;

       

      (f) There
        are
        no actions, suits or proceedings before or against or investigations of,
        the
        Depositor pending, or to the knowledge of the Depositor, threatened, before
        any
        court, administrative agency or other tribunal, and no notice of any such
        action, which, in the Depositor’s reasonable judgment, might materially and
        adversely affect the performance by the Depositor of its obligations under
        this
        Agreement, or the validity or enforceability of this Agreement;

       

      (g) The
        Depositor is not in default with respect to any order or decree of any court
        or
        any order, regulation or demand of any federal, state, municipal or governmental
        agency that may materially and adversely affect its performance
        hereunder;

       

      (h) Immediately
        prior to the transfer and assignment by the Depositor to the Trustee on the
        Closing Date, the Depositor had good title to, and was the sole owner of
        each
        Mortgage Loan, free of any interest of any other Person, and the Depositor
        has
        transferred all right, title and interest in each Mortgage Loan to the Trustee.
        The transfer of each Mortgage Note and each Mortgage as and in the manner
        contemplated by this Agreement is sufficient either (i) fully to transfer
        to the Trustee, for the benefit of the Certificateholders, all right, title,
        and
        interest of the Depositor thereto as note holder and mortgagee or (ii) to
        grant to the Trustee, for the benefit of the Certificateholders, the security
        interest referred to in Section 10.04;

       

      It
        is
        understood and agreed that the representations, warranties and covenants
        set
        forth in this Section 2.06 shall survive delivery of the respective
        Custodial Files to the Trustee or to a custodian, as the case may be, and
        shall
        inure to the benefit of the Trustee.

       

      Within
        60
        days of the earlier of either discovery by or notice to the Depositor of
        a
        breach of the representations and warranties set forth in clause (h) above
        that
        materially and adversely affects the value of any Mortgage Loan or the interest
        of the Trustee or the Certificateholders therein, the Depositor shall use
        its
        best efforts to promptly cure such breach in all material respects. The
        obligations of the Depositor to cure such breach or to substitute or purchase
        any Mortgage Loan constitute the sole remedies respecting a material breach
        of
        any such representation or warranty to the Holders of the Certificates and
        the
        Trustee.

       

      Section
        2.07. Representations,
        Warranties and Covenants of the Servicer, the Originator and the Master
        Servicer.

       

      (a) The
        Servicer hereby represents, warrants and covenants to the Trustee, the Trust
        Administrator, the Swap Administrator, the Master Servicer, the Originator
        and
        the Depositor that as of the Closing Date or as of such date specifically
        provided herein:

       

      (i) The
        Servicer is a state chartered 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 related to a Mortgage Loan 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 serviced and
        to
        service the Mortgage Loans in accordance with the terms of this
        Agreement;

       

      (ii) The
        Servicer has the full power and authority to service each Mortgage Loan which
        the Servicer is required to service hereunder, and to execute, deliver and
        perform, and to enter into and consummate the transactions contemplated by
        this
        Agreement and has duly authorized by all necessary action on the part of
        the
        Servicer the execution, delivery and performance of this Agreement; and this
        Agreement, assuming the due authorization, execution and delivery thereof
        by the
        Depositor, the Originator, the Master Servicer, the Swap Administrator, the
        Trust Administrator and the Trustee, constitutes a legal, valid and binding
        obligation of the Servicer, enforceable against the Servicer in accordance
        with
        its terms, except to the extent that (a) the enforceability hereof may be
        limited by bankruptcy, insolvency, moratorium, receivership and other similar
        laws relating to creditors’ rights generally and (b) the remedy of specific
        performance and injunctive and other forms of equitable relief may be subject
        to
        the equitable defenses and to the discretion of the court before which any
        proceeding therefor may be brought;

       

      (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
        or
        (y) the business, operations, financial condition, properties or assets of
        the
        Servicer taken as a whole;

       

      (iv) The
        Servicer is a HUD-approved non-supervised mortgagee pursuant to Section 203
        and
        Section 211 of the National Housing Act, and 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 which would require
        notification to HUD;

       

      (v) No
        litigation is pending or, to the best knowledge of the Servicer, threatened
        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) 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
        the
        Servicer 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;

       

      (vii) The
        Servicer will not waive any Prepayment Premium or part of a Prepayment Premium
        unless such waiver would, in the reasonable opinion of the Servicer, maximize
        recovery of total proceeds taking into account the value of such Prepayment
        Premium and related Mortgage Loan and doing so is standard and customary
        in
        servicing mortgage loans similar to the Mortgage Loans (including any waiver
        of
        a Prepayment Premium in connection with a refinancing of a Mortgage Loan
        that is
        related to a default or an imminent default), and in no event will it waive
        a
        Prepayment Premium in connection with a refinancing of a Mortgage Loan that
        is
        not related to a default or an imminent default. Notwithstanding the previous
        sentence, if the Servicer has not received any document or information necessary
        for the Servicer to verify the existence or amount of the related Prepayment
        Premium or if the Servicer determines that any Prepayment Premium is not
        legally
        enforceable under the circumstances in which the related Principal Prepayment
        occurs, then the Servicer shall not be required to attempt to collect the
        applicable Prepayment Premium, and shall have no liability or obligation
        with
        respect to such Prepayment Premium pursuant to Section 3.07(a)
        hereof;

       

      (viii) For
        each
        Mortgage Loan, the Servicer will accurately, fully and in a timely manner
        report
        its borrower credit files to each of the three credit repositories;
        and

       

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

       

      (b) The
        Originator hereby represents, warrants and covenants to the Trustee, the
        Trust
        Administrator, the Master Servicer, the Swap Administrator, the Servicer
        and the
        Depositor that as of the Closing Date or as of such date specifically provided
        herein:

       

      (i) The
        Originator is a state chartered industrial bank duly organized, validly existing
        and in good standing under the laws of the state of California;

       

      (ii) The
        Originator has full power and authority to own its property, to carry on
        its
        business as presently conducted and to enter into and perform its obligations
        under this Agreement;

       

      (iii) The
        execution and delivery by the Originator of this Agreement have been duly
        authorized by all necessary corporate action on the part of the Originator;
        and
        neither the execution and delivery of this Agreement, nor the consummation
        of
        the transactions contemplated herein, nor compliance with the provisions
        hereof,
        will conflict with or result in a breach of, or constitute a default under,
        any
        of the provisions of any law, governmental rule, regulation, judgment, decree
        or
        order binding on the Originator or its properties or the certificate of
        incorporation or by-laws of the Originator, except those conflicts, breaches
        or
        defaults which would not reasonably be expected to have a material adverse
        effect on the Originator’s ability to enter into this Agreement and to
        consummate the transactions contemplated hereby;

       

      (iv) The
        execution, delivery and performance by the Originator of this Agreement and
        the
        consummation of the transactions contemplated hereby do not require the consent
        or approval of, the giving of notice to, the registration with, or the taking
        of
        any other action in respect of, any state, federal or other governmental
        authority or agency, except those consents, approvals, notices, registrations
        or
        other actions as have already been obtained, given or made and, in connection
        with the recordation of the Mortgages, powers of attorney or assignments
        of
        Mortgages not yet completed;

       

      (v) This
        Agreement has been duly executed and delivered by the Originator and, assuming
        due authorization, execution and delivery by the Trustee, the Servicer, the
        Master Servicer, the Swap Administrator, the Trust Administrator and the
        Depositor, constitutes a valid and binding obligation of the Originator,
        enforceable against it in accordance with its terms (subject to applicable
        bankruptcy and insolvency laws and other similar laws affecting the enforcement
        of the rights of creditors generally);

       

      (vi) There
        are
        no actions, litigation, suits or proceedings pending or, to the knowledge
        of the
        Originator, threatened against the Originator before or by any court,
        administrative agency, arbitrator or governmental body (i) with respect to
        any
        of the transactions contemplated by this Agreement or (ii) with respect to
        any
        other matter which in the judgment of the Originator if determined adversely
        to
        the Originator would reasonably be expected to materially and adversely affect
        the Originator’s ability to perform its obligations under this Agreement; and
        the Originator is not in default with respect to any order of any court,
        administrative agency, arbitrator or governmental body so as to materially
        and
        adversely affect the transactions contemplated by this Agreement;

       

      (vii) The
        Originator hereby makes the representations and warranties set forth in Exhibit
        A to the Mortgage Loan Purchase Agreement, as of the Closing Date, or the
        date
        specified therein, with respect to the Mortgage Loans identified on Schedule
        I
        hereto; and

       

      (viii) The
        Originator is a member of MERS in good standing and will comply in all material
        respects with the rules and procedures of MERS in connection with the servicing
        of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
        with MERS.

       

      (c) The
        Master Servicer hereby represents, warrants and covenants to the Servicer,
        the
        Originator, the Depositor and the Trustee, for the benefit of each of the
        Trustee and the Certificateholders, 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, the
        Originator, the Servicer 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 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;

       

      (v) 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;

       

      (vi) 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

       

      (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 Master
        Servicer of, or compliance by the Master 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.

       

      (d) It
        is
        understood and agreed that the representations, warranties and covenants
        set
        forth in this Section 2.07 shall survive delivery of the Mortgage Files to
        the
        Trustee. Upon discovery by any of the Depositor, the Originator, the Master
        Servicer, the Swap Administrator, the Trust Administrator, the Servicer or
        the
        Trustee of a breach of any of the foregoing representations, warranties and
        covenants which materially and adversely affects the value of any Mortgage
        Loan,
        Prepayment Premium 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 other such parties.
        The
        obligation of the Originator set forth in Section 2.03(d) to cure breaches
        shall
        constitute the sole remedy against the Originator available to the
        Certificateholders, the Depositor, the Trust Administrator or the Trustee
        on
        behalf of the Certificateholders respecting a breach of the Originator’s
        representations, warranties and covenants contained in paragraph (b)(vii)
        of
        this Section 2.07. The obligation of the Servicer set forth in Section 3.07(a)
        to pay the amount of any waived Prepayment Premium shall constitute the sole
        remedy against the Servicer available to the Certificateholders, the Depositor,
        the Trust Administrator or the Trustee on behalf of the Certificateholders
        respecting a breach of the Servicer’s representations, warranties and covenants
        contained in paragraph (a)(vii) of this Section 2.07.

       

      ARTICLE
        III

      ADMINISTRATION
        AND SERVICING OF
        MORTGAGE LOANS

       

      Section
        3.01. Servicer
        to Service Mortgage Loans.

       

      (a) For
        and
        on behalf of the Certificateholders, the Servicer shall service and administer
        the Mortgage Loans in accordance with the terms of this Agreement and the
        respective Mortgage Loans, to the extent consistent with such terms and in
        accordance with Accepted Servicing Practices but without regard to:

       

      (i) any
        relationship that the Servicer, any Subservicer or any Affiliate of the Servicer
        or any Subservicer 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 P&I Advances or Servicing Advances;
        or

       

      (iv) the
        Servicer’s or any Subservicer’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 shall seek to maximize
        the
        timely and complete recovery of principal and interest on the related Mortgage
        Notes. Subject only to the above-described servicing standards and the terms
        of
        this Agreement and of the respective Mortgage Loans, the Servicer shall have
        full power and authority, acting alone or through Subservicers 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 Subservicer is hereby authorized and empowered by the
        Trustee when the Servicer believes it appropriate in its best judgment in
        accordance with the Accepted Servicing Practices, to execute and deliver
        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. The Servicer shall service and administer the Mortgage Loans
        in
        accordance with applicable state and federal law and shall provide to the
        Mortgagors any reports required to be provided to them thereby. The Servicer
        shall also comply in the performance of this Agreement with all reasonable
        rules
        and requirements of each insurer under any standard hazard insurance policy.
        Subject to Section 3.16, the Trustee shall execute, at the written request
        of the Servicer, and furnish to the Servicer and any Subservicer such documents
        as are necessary or appropriate to enable the Servicer or any Subservicer
        to
        carry out their servicing and administrative duties hereunder, and the Trustee
        hereby grants to the Servicer, and this Agreement shall constitute, a power
        of
        attorney to carry out such duties including a power of attorney to take title
        to
        Mortgaged Properties after foreclosure on behalf of the Trustee. The Trustee
        shall execute any power of attorney, in the form annexed hereto as
        Exhibit L, furnished to it by the Servicer in favor of the Servicer for the
        purposes described herein to the extent necessary or desirable to enable
        the
        Servicer to perform its duties hereunder. The Trustee shall not be liable
        for
        the actions of the Servicer or any Subservicers under such powers of attorney,
        or any actions taken by the Servicer or any Subservicer pursuant to the powers
        granted to them under this paragraph.

       

      (b) Subject
        to Section 3.09(b), in accordance with Accepted Servicing Practices, 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(b), and further as provided in Section 3.11. Any cost
        incurred by the Servicer or by Subservicers in effecting the timely payment
        of
        taxes and assessments on a Mortgaged Property shall not be added to the unpaid
        principal balance of the related Mortgage Loan, notwithstanding that the
        terms
        of such Mortgage Loan so permit.

       

      (c) 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 4.01) and the Servicer shall not (i) permit any modification
        with respect to any Mortgage Loan that would change the Mortgage Interest
        Rate,
        reduce or increase the principal balance (except for reductions resulting
        from
        actual payments of principal) or change the final maturity date on such Mortgage
        Loan (except for (A) a reduction of interest payments resulting from the
        application of the Servicemembers Civil Relief Act, as amended, or any similar
        state statutes or (B) as provided in Section 3.07, if 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 final, temporary or proposed Treasury
        regulations promulgated thereunder) and (B) cause any Trust REMIC to fail
        to qualify as a REMIC under the Code or the imposition of any tax on “prohibited
        transactions” or “contributions after the start-up day” under the REMIC
        Provisions, or (iii) except as provided in Section 3.07(a), waive any
        Prepayment Premiums.

       

      (d) 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.

       

      (e) In
        the
        event of any change in the outstanding rating by Moody’s of the Servicer as a
        servicer of residential mortgage loans, the Servicer shall provide written
        notice of such change to the Master Servicer within five (5) Business Days
        of
        such change.

       

      (f) If,
        on
        any date of determination, the Servicer fails the Servicer Enhanced Review
        Test,
        the Servicer shall promptly submit a completed form in the form of Exhibit
        Q to
        the Master Servicer with respect to any Realized Losses, together with any
        supporting documentation reasonably requested by the Master Servicer, and
        shall
        continue to submit completed forms in the form of Exhibit Q, and related
        supporting documentation as requested by the Master Servicer, in connection
        with
        any subsequent Realized Losses.

       

      Section
        3.02. Subservicing
        Agreements between the Servicer and Subservicers.

       

      (a) The
        Servicer may enter into subservicing agreements with subservicers (each,
        a
“Subservicer”), for the servicing and administration of the Mortgage Loans
        (“Subservicing Agreements”).

       

      (b) Each
        Subservicer 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 Subservicer
        to
        perform its obligations hereunder and under the Subservicing 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 Subservicing Agreement must impose on the Subservicer
        requirements conforming to the provisions set forth in Section 3.08 and
        provide for servicing of the Mortgage Loans consistent with the terms of
        this
        Agreement. The Servicer will examine each Subservicing Agreement and will
        be
        familiar with the terms thereof. The terms of any Subservicing Agreement
        will
        not be inconsistent with any of the provisions of this Agreement. The Servicer
        and the Subservicers may enter into and make amendments to the Subservicing
        Agreements or enter into different forms of Subservicing 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 Trustee, without the consent of the
        Trustee. Any variation without the consent of the Trustee from the provisions
        set forth in Section 3.08 relating to insurance or priority requirements of
        Subservicing Accounts, or credits and charges to the Subservicing Accounts
        or
        the timing and amount of remittances by the Subservicers to the Servicer,
        are
        conclusively deemed to be inconsistent with this Agreement and therefore
        prohibited. The Servicer shall deliver to the Trustee, the Master Servicer,
        the
        Swap Administrator, the Trust Administrator and the Depositor copies of all
        Subservicing Agreements, and any amendments or modifications thereof, promptly
        upon the Servicer’s execution and delivery of such instruments.

       

      Any
        Subservicing Agreement and any other transactions or services relating to
        the
        Mortgage Loans involving a Subservicer shall be deemed to be between the
        Subservicer and the Servicer alone, and the Depositor, the Master Servicer,
        the
        Swap Administrator, the Trust Administrator and the Trustee shall have no
        obligations, duties or liabilities with respect to a Subservicer including
        no
        obligation, duty or liability of the Depositor, the Master Servicer, the
        Swap
        Administrator, the Trust Administrator or Trustee, to pay a Subservicer’s fees
        and expenses.

       

      For
        purposes of this Agreement, the Servicer shall be deemed to have received
        any
        collections, recoveries or payments with respect to the related Mortgage
        Loans
        that are received by a related Subservicer regardless of whether such payments
        are remitted by the Subservicer to the Servicer.

       

      (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, shall enforce the obligations of each Subservicer under the related
        Subservicing Agreement to which the Servicer is a party, including, without
        limitation, any obligation to make advances in respect of delinquent payments
        as
        required by a Subservicing Agreement. Such enforcement, including, without
        limitation, the legal prosecution of claims, termination of Subservicing
        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.

       

      The
        Servicer shall pay all fees, expenses or penalties necessary in order to
        terminate the rights and responsibilities of its Subservicer from the Servicer’s
        own funds without any right of reimbursement from the Depositor, the Trustee,
        the Master Servicer, the Swap Administrator, the Trust Administrator, the
        Swap
        Account or the Collection Account.

       

      Section
        3.03. Successor
        Subservicers. 

       

      The
        Servicer shall be entitled to terminate any Subservicing Agreement to which
        the
        Servicer is a party and the rights and obligations of any Subservicer pursuant
        to any Subservicing Agreement in accordance with the terms and conditions
        of
        such Subservicing Agreement. In the event of termination of any Subservicer,
        all
        servicing obligations of such Subservicer shall be assumed simultaneously
        by the
        Servicer party to the related Subservicing Agreement without any act or deed
        on
        the part of such Subservicer or the Servicer, and the Servicer either shall
        service directly the related Mortgage Loans or shall enter into a Subservicing
        Agreement with a successor Subservicer which qualifies under
        Section 3.02.

       

      Any
        Subservicing Agreement shall include the provision that such agreement may
        be
        immediately terminated by the Master Servicer, the Trustee or the Trust
        Administrator without fee, in accordance with the terms of this Agreement,
        in
        the event that the Servicer (or the Master Servicer, the Trust Administrator
        or
        the Trustee, if then acting as Servicer) shall, for any reason, no longer
        be the
        Servicer (including termination due to a Servicer Event of
        Default).

       

      Section
        3.04. Liability
        of the Servicer. 

       

      Notwithstanding
        any Subservicing Agreement, any of the provisions of this Agreement relating
        to
        agreements or arrangements between the Servicer and a Subservicer or reference
        to actions taken through a Subservicer or otherwise, the Servicer shall remain
        obligated and primarily liable to the Trustee 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 Subservicing Agreements or arrangements or by virtue of indemnification
        from the Subservicer and to the same extent and under the same terms and
        conditions as if the Servicer alone were servicing and administering such
        Mortgage Loans. The Servicer shall be entitled to enter into any agreement
        with
        a Subservicer for indemnification of the Servicer by such Subservicer and
        nothing contained in this Agreement shall be deemed to limit or modify such
        indemnification.

       

      Section
        3.05. No
        Contractual Relationship between Subservicers and the Trustee, Master Servicer,
        Swap Administrator, Trust Administrator or Certificateholder. 

       

      Any
        Subservicing Agreement that may be entered into and any transactions or services
        relating to the Mortgage Loans involving a Subservicer in its capacity as
        such
        shall be deemed to be between the Subservicer and the Servicer alone, and
        the
        Trustee, the Master Servicer, the Swap Administrator, the Trust Administrator
        and the Certificateholder (or any successor to the Servicer) shall not be
        deemed
        a party thereto and shall have no claims, rights, obligations, duties or
        liabilities with respect to the Subservicer except as set forth in
        Section 3.06. The Servicer shall be solely liable for all fees owed by it
        to any Subservicer, irrespective of whether the Servicer’s compensation pursuant
        to this Agreement is sufficient to pay such fees.

       

      Section
        3.06. Assumption
        or Termination of Subservicing Agreements by Master Servicer, Trustee or
        Trust
        Administrator. 

       

      In
        the
        event the Servicer at any time shall for any reason no longer be the Servicer
        (including by reason of the occurrence of a Servicer Event of Default), the
        Master Servicer or any other successor to Servicer pursuant to this Agreement,
        shall thereupon assume all of the rights and obligations of the Servicer
        under
        each Subservicing Agreement that the Servicer may have entered into, with
        copies
        thereof provided to the Master Servicer prior to the Master Servicer assuming
        such rights and obligations, unless the Master Servicer elects to terminate
        any
        Subservicing Agreement in accordance with its terms as provided in
        Section 3.03.

       

      Upon
        such
        assumption, the Master Servicer, its designee or the successor 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
        Subservicing Agreement to the same extent as if each Subservicing Agreement
        had
        been assigned to the assuming party, except that (i) the Servicer shall not
        thereby be relieved of any liability or obligations under any Subservicing
        Agreement that arose before it ceased to be the Servicer and (ii) none of
        the Trustee, the Trust Administrator, the Master Servicer, their designees
        or
        any successor to the 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, the Trust
        Administrator or the Trustee, deliver to the assuming party all documents
        and
        records relating to each Subservicing Agreement and the Mortgage Loans then
        being serviced by it 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 Subservicing Agreements to the assuming
        party.

       

      Section
        3.07. Collection
        of Certain Mortgage Loan Payments.

       

      (a) 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 Accepted Servicing
        Practices, the Servicer may (i) waive any late payment charge or, if
        applicable, any penalty interest, or (ii) extend the due dates for the
        Scheduled 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 4.01 and in
        accordance with the amortization schedule of such Mortgage Loan without
        modification thereof by reason of such arrangements, subject to
        Section 4.01(d) pursuant to which the Servicer shall not be required to
        make any such advances that are Nonrecoverable P&I Advances. Notwithstanding
        the foregoing, in the event that any Mortgage Loan is in default or is a
        60+ Day
        Delinquent Mortgage Loan, the Servicer, consistent with the standards set
        forth
        in Section 3.01, may also waive, modify or vary any term of such Mortgage
        Loan
        (including modifications that would change the Mortgage Interest Rate, forgive
        the payment of principal or interest, extend the final maturity date of such
        Mortgage Loan or waive, in whole or in part, a Prepayment Premium), accept
        payment from the related Mortgagor of an amount less than the Stated Principal
        Balance in final satisfaction of such Mortgage Loan, or consent to the
        postponement of strict compliance with any such term or otherwise grant
        indulgence to any Mortgagor (any and all such waivers, modifications, variances,
        forgiveness of principal or interest, postponements, or indulgences collectively
        referred to herein as “forbearance”); provided, however, that the Servicer’s
        approval of a modification of a Due Date shall not be considered a modification
        for purposes of this sentence; provided,
        further,
        that
        the final maturity date of any Mortgage Loan may not be extended beyond the
        Final Scheduled Distribution Date for the Offered Certificates. 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
        applicable Servicing File. In addition, notwithstanding the foregoing, the
        Servicer may also waive, in whole or in part, a Prepayment Premium if such
        Prepayment Premium is (i) not permitted to be collected by applicable law
        or the collection thereof would be considered “predatory” pursuant to written
        guidance published by any applicable federal, state or local regulatory
        authority having jurisdiction over such matters, or (ii) the enforceability
        thereof is limited (1) by bankruptcy, insolvency, moratorium, receivership
        or other similar laws relating to creditor’s rights or (2) due to
        acceleration in connection with a foreclosure or other involuntary payment.
        In
        order to waive a Prepayment Premium other than as permitted above, then the
        Servicer, as a condition to any such waiver of Prepayment Premium, is required
        to first pay the amount of such waived Prepayment Premium, for the benefit
        of
        the Holders of the Class P Certificates, by depositing such amount into the
        Collection Account together with and at the time that the amount prepaid
        on the
        related Mortgage Loan is required to be deposited into the Collection Account
        (the “Servicer Prepayment Payment Amounts”); provided,
        however,
        that
        (i) the Servicer shall not have an obligation to pay the amount of any
        uncollected Prepayment Premium if the failure to collect such amount is the
        direct result of inaccurate or incomplete information on the Mortgage Loan
        Schedule in effect at such time
        and (ii)
        any such amount shall be deemed paid outside REMIC I, REMIC II,
        REMIC III, REMIC IV or REMIC V from the Servicer to the holder of
        the Class P Interest and then to the Holders of the Class P
        Certificates.

       

      (b) The
        Servicer shall give notice to the Trustee, the Trust Administrator, the Master
        Servicer, each Rating Agency and the Depositor of any proposed change of
        the
        location of the Collection Account within a reasonable period of time prior
        to
        any change thereof.

       

      Section
        3.08. Subservicing
        Accounts. 

       

      In
        those
        cases where a Subservicer is servicing a Mortgage Loan pursuant to a
        Subservicing Agreement, the Subservicer will be required to establish and
        maintain one or more accounts (collectively, the “Subservicing Account”). The
        Subservicing Account shall be an Eligible Account and shall otherwise be
        acceptable to the Servicer. The Subservicer shall deposit 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
        one Business Day after the Subservicer’s receipt thereof, all proceeds of
        Mortgage Loans received by the Subservicer less its servicing compensation
        to
        the extent permitted by the Subservicing Agreement, and shall thereafter
        deposit
        such amounts in the Subservicing Account, in no event more than two Business
        Days after the deposit of such funds into the clearing account. The Subservicer
        shall thereafter deposit such proceeds in the Collection Account of the Servicer
        or remit such proceeds to the Servicer for deposit in the Collection Account
        of
        the Servicer not later than two Business Days after the deposit of such amounts
        in the Subservicing Account. For purposes of this Agreement, the Servicer
        shall
        be deemed to have received payments on the Mortgage Loans when the Subservicer
        receives such payments.

       

      Section
        3.09. Collection
        of Taxes, Assessments and Similar Items; Escrow Accounts.

       

      (a) The
        Servicer shall ensure that each of the related Mortgage Loans shall be covered
        by a paid-in-full, life-of-the-loan tax service contract in effect with respect
        to each related Mortgage Loan (each, a “Tax Service Contract”). Each Tax Service
        Contract shall be assigned to the Trustee, or its designee, at the Servicer’s
        expense in the event that the Servicer is terminated as Servicer of the related
        Mortgage Loan.

       

      (b) To
        the
        extent that the services described in this paragraph (b) are not otherwise
        provided pursuant to the Tax Service Contracts described in paragraph (a)
        hereof, the Servicer undertakes to perform such functions. To the extent
        the
        related Mortgage Loan provides for Escrow Payments, the Servicer shall establish
        and maintain, or cause to be established and maintained, one or more accounts
        (the “Escrow Accounts”), which shall be Eligible Accounts. The Servicer shall
        deposit 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 one Business Day after the Servicer’s receipt thereof, all
        collections from the Mortgagors (or related advances from Subservicers) for
        the
        payment of taxes, assessments, hazard insurance premiums and comparable items
        for the account of the Mortgagors (“Escrow Payments”) collected on account of
        the Mortgage Loans and shall thereafter deposit such Escrow Payments in the
        Escrow Accounts, in no event more than two Business Days after the deposit
        of
        such funds in the clearing account, 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;
        (ii) reimburse the Servicer (or a Subservicer to the extent provided in the
        related Subservicing Agreement) out of related collections for any advances
        made
        pursuant to Section 3.01 (with respect to taxes and assessments) and
        Section 3.13 (with respect to hazard insurance); (iii) refund to
        Mortgagors any sums as may be determined to be overages; (iv) apply to the
        restoration or repair of the Mortgaged Property in accordance with the Section
        3.13; (v) transfer to the Collection Account and application to reduce the
        principal balance of the Mortgage Loan in accordance with the terms of the
        related Mortgage and Mortgage Note; (vi) pay interest to the Servicer and,
        if required and as described below, to Mortgagors on balances in the Escrow
        Account; (vii) clear and terminate the Escrow Account at the termination of
        the Servicer’s obligations and responsibilities in respect of the related
        Mortgage Loans under this Agreement; or (viii) recover amounts deposited in
        error. As part of its servicing duties, the Servicer or Subservicers shall
        pay
        to the Mortgagors interest on funds in 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. To the extent that a Mortgage does not provide for
        Escrow Payments, the Servicer shall use commercially reasonable efforts
        consistent with Accepted Servicing Practices to determine whether any such
        payments are made by the Mortgagor 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. The Servicer assumes full responsibility for the payment of
        all
        such bills within such time and shall effect payments of all such bills
        irrespective of the Mortgagor’s faithful performance in the payment of same or
        the making of the Escrow Payments and shall make advances from its own funds
        to
        effect such payments; provided,
        however,
        that
        such advances are deemed to be Servicing Advances.

       

      Section
        3.10. Collection
        Account. 

       

      (a) On
        behalf
        of the Trustee, the Servicer shall establish and maintain, or cause to be
        established and maintained, one or more segregated Eligible Accounts (such
        account or accounts, the “Collection Account”), held in trust for the benefit of
        the Trustee. On behalf of the Trustee, 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 one Business Day after the Servicer’s receipt thereof, and
        shall thereafter deposit in the Collection Account, in no event more than
        two
        Business Days after the 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 subsequent to 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 related Cut-off Date but allocable to a Due Period subsequent
        thereto:

       

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

       

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

       

      (iii) all
        Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance
        Proceeds and Condemnation Proceeds are not to be applied to the restoration
        of
        the related Mortgaged Property or released to the related Mortgagor in
        accordance with the express requirements of law or in accordance with prudent
        and customary servicing practices) and all Liquidation Proceeds;

       

      (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 3.13(a) in respect of any blanket policy
        deductibles;

       

      (vi) all
        proceeds of any Mortgage Loan repurchased or purchased in accordance with
        this
        Agreement;

       

      (vii) all
        Substitution Shortfall Amounts; and

       

      (viii) all
        Prepayment Premiums collected by the Servicer.

       

      The
        foregoing requirements for deposit in the Collection Account shall be exclusive,
        it being understood and agreed that, without limiting the generality of the
        foregoing, payments in the nature of late payment charges, NSF fees,
        reconveyance fees, assumption fees and other similar fees and charges need
        not
        be deposited by the Servicer in the Collection Account and shall, upon
        collection, belong to the Servicer as additional compensation for its servicing
        activities. 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) 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
        notice to the Trust Administrator, the Master Servicer and the Depositor
        of the
        location of the Collection Account maintained by it when established and
        prior
        to any change thereof.

       

      Section
        3.11. Withdrawals
        from the Collection Account. 

       

      (a) The
        Servicer shall, from time to time, make withdrawals from the Collection Account
        for any of the following purposes or as described in
        Section 4.01:

       

      (i) on
        or
        prior to the Remittance Date, to remit to the Trust Administrator for deposit
        into the Distribution Account all Available Funds in respect of the related
        Distribution Date together with all amounts representing Prepayment Premiums
        from the Mortgage Loans received during the related Prepayment
        Period;

       

      (ii) to
        reimburse the Servicer for P&I Advances, but only to the extent of amounts
        received which represent Late Collections (net of the related Servicing Fees)
        of
        Scheduled Payments on Mortgage Loans with respect to which such P&I Advances
        were made in accordance with the provisions of Section 4.01;

       

      (iii) to
        pay
        the Servicer or any Subservicer (A) any unpaid Servicing Fees or
        (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan,
        but only to the extent of any Late Collections, Liquidation Proceeds,
        Condemnation 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 the related REO Property);

       

      (iv) to
        pay to
        the Servicer as servicing compensation (in addition to the Servicing Fee)
        on the
        Remittance Date any interest or investment income earned on funds deposited
        in
        the Collection Account;

       

      (v) to
        pay to
        the Originator, with respect to each Mortgage Loan that has previously been
        repurchased or replaced pursuant to this Agreement all amounts received thereon
        subsequent to the date of purchase or substitution, as the case may
        be;

       

      (vi) to
        reimburse the Servicer for (A) any P&I Advance or Servicing Advance
        previously made which the Servicer has determined to be a Nonrecoverable
        P&I
        Advance or Nonrecoverable Servicing Advance in accordance with the provisions
        of
        Section 4.01 and (B) any unpaid Servicing Fees to the extent not
        recoverable from Liquidation Proceeds, Insurance Proceeds or other amounts
        received with respect to the related Mortgage Loan under Section
        3.11(a)(iii);

       

      (vii) to
        pay,
        or to reimburse the Servicer for advances in respect of, expenses incurred
        in
        connection with any Mortgage Loan pursuant to Section 3.15;

       

      (viii) to
        reimburse the Servicer, the Depositor, the Master Servicer, the Swap
        Administrator, the Trust Administrator or the Trustee for expenses incurred
        by
        or reimbursable to the Servicer, the Depositor, the Trustee, the Master Servicer
        or the Trust Administrator, as the case may be, pursuant to this
        Agreement;

       

      (ix) to
        reimburse the Servicer, the Master Servicer, the Swap Administrator, the
        Trust
        Administrator or the Trustee, as the case may be, for expenses reasonably
        incurred in respect of the breach or defect giving rise to the repurchase
        obligation under Section 2.03 of this Agreement that were included in the
        Repurchase Price of the Mortgage Loan, including any expenses arising out
        of the
        enforcement of the repurchase obligation, to the extent not otherwise paid
        pursuant to the terms hereof;

       

      (x) to
        withdraw any amounts deposited in the Collection Account in error;
        and

       

      (xi) to
        clear
        and terminate the Collection Account upon termination of this
        Agreement.

       

      To
        the
        extent that the Servicer does not timely make the remittance referred to
        in
        clause (i) above, the Servicer shall pay the Trust Administrator for the
        account
        of the Trust Administrator interest on any amount not timely remitted at
        the
        prime rate, from and including the applicable Remittance Date to but excluding
        the date such remittance is actually made.

       

      (b) 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 (a)(ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix) above.
        The Servicer shall provide written notification to the Depositor, on or prior
        to
        the next succeeding Remittance Date, upon making any withdrawals from the
        Collection Account pursuant to subclause (a)(vi) above.

       

      Section
        3.12. Investment
        of Funds in the Collection Account and the Distribution Account.

       

      (a) The
        Servicer may invest the funds in the Collection Account and the Trust
        Administrator may invest funds in the Distribution Account (for purposes
        of this
        Section 3.12, each such Account is referred to as an “Investment Account”),
        in one or more Permitted Investments 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
        (or, in the case of investments not managed or advised by the Trust
        Administrator or an affiliate thereof, the Business Day prior to such date).
        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. The Trust Administrator shall be entitled to sole
        possession (except with respect to investment direction of funds held in
        the
        Collection Account and any income and gain realized thereon) over each such
        investment, and any certificate or other instrument evidencing any such
        investment shall be delivered directly to the Trust Administrator or its
        agent,
        together with any document of transfer necessary to transfer title to such
        investment to the Trust Administrator. 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 may:

       

      
        	 	
                (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 to the extent that such Permitted
                  Investment would not constitute a Permitted Investment in respect
                  of funds
                  thereafter on deposit in the Investment
                  Account.

              


      

       

      (b) All
        income and gain realized from the investment of funds deposited in the
        Collection Account and Escrow 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 the manner set forth in Section 3.11. Any other benefit derived from the
        Collection Account and Escrow Account associated with the receipt, disbursement
        and accumulation of principal, interest, taxes, hazard insurance, mortgage
        blanket insurance, and like sources, shall accrue to the benefit of the
        Servicer, except that the Servicer shall not realize any economic benefit
        from
        any forced charging of services. The Servicer shall deposit in the Collection
        Account and Escrow 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) All
        income and gain realized from the investment of funds deposited in the
        Distribution Account held by the Trust Administrator, shall be for the benefit
        of the Trust Administrator. 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 accounts immediately
        upon
        realization of such loss.

       

      (d) Except
        as
        otherwise expressly provided in this Agreement, if any default occurs in
        the
        making of a payment due under any Permitted Investment, or if a default occurs
        in any other performance required under any Permitted Investment, the Trustee
        shall take such action as may be appropriate to enforce such payment or
        performance, including the institution and prosecution of appropriate
        proceedings.

       

      (e) The
        Trustee and the Trust Administrator or their respective Affiliates are permitted
        to receive additional compensation that could be deemed to be in their
        respective 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.

       

      Section
        3.13. Maintenance
        of Hazard Insurance, 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 related 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, (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 hazard insurance policy. The Servicer shall also
        cause
        to be maintained fire 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, plus accrued interest at the Mortgage
        Interest Rate and related Servicing Advances. 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 any
        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
        the
        Mortgagor fails to provide Mortgage Loan hazard insurance coverage after
        thirty
        (30) days of Servicer’s written notification, the Servicer shall put in place
        such hazard insurance coverage on the Mortgagor’s behalf. Any out-of-pocket
        expense or advance made by the Servicer on such force placed hazard insurance
        coverage shall be deemed a Servicing Advance. Any cost incurred by any Servicer
        in maintaining any such insurance shall not, for the purpose of calculating
        distributions to the Trust Administrator, 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 any Servicer shall obtain and maintain a blanket policy with an
        insurer having a General Policy Rating of “B” or better in Best’s (or such other
        rating that is comparable to such rating) 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 3.13,
        it being understood and agreed that such policy may contain a deductible
        clause,
        in which case the Servicer shall, in the event that there shall not have
        been
        maintained on the related Mortgaged Property or REO Property a policy complying
        with the first two sentences of this Section 3.13, and there shall have
        been one or more losses which would have been covered by such policy, deposit
        to
        the Collection Account from its own funds the amount not otherwise payable
        under
        the blanket policy because of such deductible clause. In connection with
        its
        activities as administrator and servicer of the Mortgage Loans, the Servicer
        agrees to prepare and present, on behalf of itself, the Trustee 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. The Servicer
        shall provide the Trustee or Trust Administrator upon request with copies
        of any
        such insurance policies and fidelity bond. The Servicer shall be deemed to
        have
        complied with this provision if an Affiliate of the Servicer has such errors
        and
        omissions and fidelity bond coverage and, by the terms of such insurance
        policy
        or fidelity bond, the coverage afforded thereunder extends to the Servicer.
        Any
        such errors and omissions policy and fidelity bond shall by its terms not
        be
        cancelable without thirty days’ prior written notice to the Trustee. The
        Servicer shall also cause each Subservicer to maintain a policy of insurance
        covering errors and omissions and a fidelity bond which would meet such
        requirements.

       

      Section
        3.14. 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
        enter into a substitution of liability agreement with such person, pursuant
        to
        which the original Mortgagor is released from liability and such person is
        substituted as the Mortgagor and becomes liable under the Mortgage Note;
        provided, that no such substitution shall be effective unless such person
        satisfies the underwriting criteria of the Servicer and such substitution
        is in
        the best interest of the Certificateholders as determined by the Servicer.
        In
        connection with any assumption, modification 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, or a new policy meeting the requirements of this Section is obtained.
        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 Interest
        Rate
        and the amount of the Scheduled Payment) may be amended or modified, except
        as
        otherwise required pursuant to the terms thereof and in accordance with Section
        3.01(c) herein. The Servicer shall notify the Trustee that any such
        substitution, modification or assumption agreement has been completed by
        forwarding to the Trustee the executed original of such substitution 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 3.14, 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
        3.15. Realization
        upon Defaulted Mortgage Loans. 

       

      The
        Servicer shall use its best efforts, consistent with Accepted Servicing
        Practices, to foreclose upon or otherwise comparably convert (which may include
        an acquisition of REO Property) 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, and which are not released from this Agreement
        pursuant to any other provision hereof. The Servicer shall use reasonable
        efforts to realize upon such defaulted Mortgage Loans in such manner as will
        maximize the receipt of principal and interest by the Trust Fund, taking
        into
        account, among other things, the timing of foreclosure proceedings. The
        foregoing is subject to the provisions that, in any case in which a Mortgaged
        Property shall have suffered damage from an uninsured cause, the Servicer
        shall
        not be required to expend its own funds toward the restoration of such property
        unless it shall determine in its sole discretion (i) that such restoration
        will increase the net proceeds of liquidation of the related Mortgage Loan
        to
        the Trust Fund, after reimbursement to itself for such expenses, and
        (ii) that such expenses will be recoverable by the Servicer through
        Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds from the
        related Mortgaged Property, as contemplated in Section 3.11. The Servicer
        shall be responsible for all other costs and expenses incurred by it in any
        such
        proceedings; provided, however, that it shall be entitled to reimbursement
        thereof from the related property, as contemplated in
        Section 3.11.

       

      The
        proceeds of any Liquidation Event or REO Disposition, as well as any recovery
        resulting from a partial collection of Insurance Proceeds, Condemnation Proceeds
        or Liquidation Proceeds or any income from an REO Property, will be applied
        in
        the following order of priority: first, to reimburse the Servicer or any
        Subservicer for any related unreimbursed Servicing Advances, pursuant to
        Section 3.11 or 3.17; second, to accrued and unpaid interest on the
        Mortgage Loan or REO Imputed Interest, at the Mortgage Interest Rate, to
        the date of the liquidation or REO Disposition, or to the Due Date prior to
        the Remittance Date on which such amounts are to be distributed if not in
        connection with a Liquidation Event or REO Disposition; third, to reimburse
        any
        Servicer for any related unreimbursed P&I Advances, pursuant to
        Section 3.11; and fourth, as a recovery of principal of the Mortgage Loan.
        If the amount of the recovery so allocated to interest is less than a full
        recovery thereof, that amount will be allocated as follows: first, to unpaid
        Servicing Fees; and second, as interest at the Mortgage Interest Rate (net
        of
        the Servicing Fee Rate). The portion of the recovery so allocated to unpaid
        Servicing Fees shall be reimbursed to the Servicer or any Subservicer pursuant
        to Section 3.11 or 3.17. The portions of the recovery so allocated to
        interest at the Mortgage Interest Rate (net of the Servicing Fee Rate) and
        to
        principal of the Mortgage Loan shall be applied as follows: first, to reimburse
        the Servicer or any Subservicer for any related unreimbursed Servicing Advances
        in accordance with Section 3.11 or 3.17, and second, to the Trust
        Administrator for distribution in accordance with the provisions of
        Section 4.02, subject to the last paragraph of Section 3.17 with
        respect to certain excess recoveries from an REO Disposition.

       

      Notwithstanding
        anything to the contrary contained herein, in connection with a foreclosure
        or
        acceptance of a deed in lieu of foreclosure, in the event the Servicer has
        received actual notice of, or has actual knowledge of the presence of, hazardous
        or toxic substances or wastes on the related Mortgaged Property, or if the
        Trustee otherwise requests, the Servicer shall cause an environmental inspection
        or review of such Mortgaged Property to be conducted by a qualified inspector.
        Upon completion of the inspection, the Servicer shall promptly provide the
        Trustee and the Depositor with a written report of the environmental
        inspection.

       

      After
        reviewing the environmental inspection report, the Depositor shall determine
        how
        the Servicer shall proceed with respect to the Mortgaged Property. In the
        event
        (a) the environmental inspection report indicates that the Mortgaged
        Property is contaminated by hazardous or toxic substances or wastes and
        (b) the Depositor directs the Servicer to proceed with foreclosure or
        acceptance of a deed in lieu of foreclosure, the Servicer shall be reimbursed
        for all reasonable costs associated with such foreclosure or acceptance of
        a
        deed in lieu of foreclosure and any related environmental clean-up costs,
        as
        applicable, from the related Liquidation Proceeds, or if the Liquidation
        Proceeds are insufficient to fully reimburse the Servicer, the Servicer shall
        be
        entitled to be reimbursed from amounts in the Collection Account pursuant
        to
        Section 3.11. In the event the Depositor directs the Servicer not to
        proceed with foreclosure or acceptance of a deed in lieu of foreclosure,
        the
        Servicer shall be reimbursed from general collections for all Servicing Advances
        made with respect to the related Mortgaged Property from the Collection Account
        pursuant to Section 3.11. Neither the Trustee nor the Master Servicer shall
        be responsible for any direction given by the Depositor to the Servicer pursuant
        to this paragraph.

       

      Section
        3.16. 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, within five (5) Business Days of the payment
        in full, notify the Trustee or the Trust Administrator, as applicable, by
        a
        certification (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
        delivery to it of the Custodial File by completing a Request for Release
        (in the
        form of Exhibit J or in an electronic format acceptable to the Trust
        Administrator). Upon receipt of such certification and Request for Release,
        the
        Trustee or Trust Administrator shall promptly release the related Custodial
        File
        to the Servicer within three (3) Business Days. No expenses incurred in
        connection with any instrument of satisfaction or deed of reconveyance shall
        be
        chargeable to the Collection Account.

       

      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, including, for this purpose, collection under any Insurance Policy
        relating to the Mortgage Loans, the Trustee or Trust Administrator, as
        applicable, shall, upon request of the Servicer and delivery to the Trustee
        or
        Trust Administrator, as applicable, of a Request for Release (in the form
        of
        Exhibit J or in an electronic format acceptable to the Trust
        Administrator), release the related Custodial File to the Servicer, and the
        Trustee or Trust Administrator shall, at the direction of the Servicer, execute
        such documents provided to it as shall be necessary to the prosecution of
        any
        such proceedings and the Servicer shall retain the Mortgage File in trust
        for
        the benefit of the Trustee. Such Request for Release shall obligate the Servicer
        to return each and every document previously requested from the Custodial
        File
        to the Trustee or Trust Administrator, as applicable, 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 Trustee or Trust
        Administrator, as applicable, 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 Trustee
        or
        Trust Administrator, as applicable, to the Servicer or its designee. Upon
        receipt of a Request for Release under this Section 3.16, the Trustee or
        Trust Administrator, as applicable, shall deliver the related Custodial File
        to
        the Servicer by overnight courier (such delivery to be at the Servicer’s
        expense); provided,
        however,
        that in
        the event the Servicer has not previously received copies of the relevant
        Mortgage Loan Documents necessary to service the related Mortgage Loan in
        accordance with Accepted Servicing Practices, the Originator shall reimburse
        the
        Servicer for any overnight courier charges incurred for the requested Custodial
        Files.

       

      Upon
        written certification of a Servicing Officer, the Trustee shall execute and
        deliver to any Servicer copies of 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, or
        shall
        exercise and deliver to the Servicer a power of attorney sufficient to authorize
        the Servicer to execute such documents on its behalf. 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.
        Notwithstanding anything to the contrary herein, the Trustee shall in no
        way be
        liable or responsible for the willful malfeasance of the Servicer, or for
        any
        wrongful or negligent actions taken by the Servicer, while the Servicer is
        acting pursuant to the powersgranted to it in this paragraph.

       

      Section
        3.17. Title,
        Conservation and Disposition of REO Property.

       

      (a) This
        Section shall apply only to REO Properties acquired for the account of the
        Trustee and shall not apply to any REO Property relating to a Mortgage Loan
        which was purchased or repurchased from the Trustee pursuant to any provision
        hereof. In the event that title to any such REO Property is acquired, the
        Servicer shall cause the deed or certificate of sale to be issued in the
        name of
        the Trustee, on behalf of the Certificateholders, or the Trustee’s
        nominee.

       

      (b) The
        Servicer shall manage, conserve, protect and operate each REO Property for
        the Trustee solely for the purpose of its prompt disposition and sale. The
        Servicer, either itself or through an agent selected by the Servicer, shall
        manage, conserve, protect and operate the REO Property in the same manner
        that
        it manages, conserves, protects and operates other foreclosed property for
        its
        own account, and in the same manner that similar property in the same locality
        as the REO Property is managed. The Servicer shall attempt to sell the same
        (and
        may temporarily rent the same for a period not greater than one year, except
        as
        otherwise provided below) on such terms and conditions as the Servicer deems
        to
        be in the best interest of the Trustee.

       

      (c) [Reserved.]

       

      (d) 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 deposit such funds in the Collection
        Account.

       

      (e) The
        Servicer shall deposit net of reimbursement to the Servicer for any related
        outstanding Servicing Advances and unpaid Servicing Fees provided in
        Section 3.11, or cause to be deposited, on a daily basis in the Collection
        Account all revenues received with respect to the related REO Property and
        shall
        withdraw therefrom funds necessary for the proper operation, management and
        maintenance of the REO Property.

       

      (f) The
        Servicer, upon an REO Disposition, shall be entitled to reimbursement for
        any
        related unreimbursed Servicing Advances as well as any unpaid Servicing Fees
        from proceeds received in connection with the REO Disposition, as further
        provided in Section 3.11.

       

      (g) Any
        net
        proceeds from an REO Disposition which are in excess of the unpaid principal
        balance of the related Mortgage Loan plus all unpaid REO Imputed Interest
        thereon through the date of the REO Disposition shall be retained by the
        Servicer as additional servicing compensation.

       

      (h) The
        Servicer shall use Accepted Servicing Practices, to sell, or cause the
        Subservicer to sell, any REO Property as soon as possible, but in no event
        later
        than the conclusion of the third calendar year beginning after the year of
        its
        acquisition by the REMIC unless (i) the Servicer applies for, and is
        granted, an extension of such period from the Internal Revenue Service pursuant
        to the REMIC Provisions and Code Section 856(e)(3), in which event such
        REO Property shall be sold within the applicable extension period, or
        (ii) the Servicer obtains for the Trustee an Opinion of Counsel, addressed
        to the Depositor, the Trustee, the Trust Administrator and the Servicer,
        to the
        effect that the holding by REMIC I of such REO Property subsequent to such
        period will not result in the imposition of taxes on “prohibited transactions”
as defined in Section 860F of the Code or cause any Trust REMIC to fail to
        qualify as a REMIC under the REMIC Provisions or comparable provisions of
        relevant state laws at any time. The Servicer shall manage, conserve, protect
        and operate each REO Property for the Trustee 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) or result in the receipt by any REMIC of any “income
        from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of
        the Code or any “net income from foreclosure property” which is subject to
        taxation under Section 860G(a)(1) of the Code. Pursuant to its efforts to
        sell such REO Property, the Servicer shall either itself or through an agent
        selected by the Servicer protect and conserve such REO Property in the same
        manner and to such extent as is customary in the locality where such
        REO Property is located and may, incident to its conservation and
        protection of the interests of the Trustee on behalf of the Certificateholders,
        rent the same, or any part thereof, as the Servicer deems to be in the best
        interest of the Trustee on behalf of the Certificateholders for the period
        prior
        to the sale of such REO Property; provided,
        however,
        that
        any rent received or accrued with respect to such REO Property qualifies
        as
“rents from real property” as defined in Section 856(d) of the
        Code.
        Neither
        the Trustee nor the Master Servicer has any obligation with respect to REO
        Dispositions.

       

      Section
        3.18. Notification
        of Adjustments. 

       

      With
        respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust
        the
        Mortgage Interest Rate on the related Adjustment Date and shall adjust the
        Scheduled Payment on the related mortgage payment adjustment date, if
        applicable, in compliance with the requirements of applicable law and the
        related Mortgage and Mortgage Note. The Servicer shall execute and deliver
        any
        and all necessary notices required under applicable law and the terms of
        the
        related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and
        Scheduled Payment adjustments. The Servicer shall promptly, upon written
        request
        therefor, deliver to the Trustee, the Trust Administrator and the Master
        Servicer such notifications and any additional applicable data regarding
        such
        adjustments and the methods used to calculate and implement such adjustments.
        Upon the discovery by the Servicer or the receipt of notice from the Trustee,
        the Trust Administrator or the Master Servicer that the Servicer has failed
        to
        adjust a Mortgage Interest Rate or Scheduled Payment in accordance with the
        terms of the related Mortgage Note, the Servicer shall deposit in the Collection
        Account from its own funds the amount of any interest loss caused as such
        interest loss occurs.

       

      Section
        3.19. Access
        to Certain Documentation and Information Regarding the Mortgage
        Loans. 

       

      The
        Servicer shall provide, or cause the Subservicer to provide, to the Depositor,
        the Trustee, the Trust Administrator, the Master Servicer, the OTS or the
        FDIC
        and the examiners and supervisory agents thereof, access to the documentation
        regarding the Mortgage Loans in its possession required by applicable
        regulations of the OTS. Such access shall be afforded without charge, but
        only
        upon 15 days’ (or, if a Servicer Event of Default has occurred and is
        continuing, 2 days’) prior written request and during normal business hours at
        the offices of the Servicer or any Subservicer. Nothing in this Section 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.

       

      Section
        3.20. Documents,
        Records and Funds in Possession of the Servicer to Be Held for the
        Trustee. 

       

      The
        Servicer shall account fully to the Trustee for any funds received by the
        Servicer or which otherwise are collected by the Servicer as Liquidation
        Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any Mortgage
        Loan. All Mortgage Files and funds collected or held by, or under the control
        of, the Servicer in respect of any Mortgage Loans, whether from the collection
        of principal and interest payments or from Liquidation Proceeds, including,
        but
        not limited to, any funds on deposit in the Collection Account, shall be
        held by
        the Servicer for and on behalf of the Trustee and shall be and remain the
        sole
        and exclusive property of the Trustee, subject to the applicable provisions
        of
        this Agreement. The Servicer also agrees that it shall not create, incur
        or
        subject any Mortgage File or any funds that are deposited in the Collection
        Account, the Distribution Account or any Escrow Account, or any funds that
        otherwise are or may become due or payable to the Trustee for the benefit
        of the
        Certificateholders, to any claim, lien, security interest, judgment, levy,
        writ
        of attachment or other encumbrance, or assert by legal action or otherwise
        any
        claim or right of setoff against any Mortgage File or any funds collected
        on, or
        in connection with, a Mortgage Loan, except, however, that the Servicer shall
        be
        entitled to set off against and deduct from any such funds any amounts that
        are
        properly due and payable to the Servicer under this Agreement.

       

      Section
        3.21. Servicing
        Compensation.

       

      (a) As
        compensation for its activities hereunder, the Servicer shall, with respect
        to
        each Mortgage Loan, be entitled to retain from deposits to the Collection
        Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation
        Proceeds related to such Mortgage Loan, the Servicing Fee with respect to
        each
        Mortgage Loan (less any portion of such amounts retained by any Subservicer).
        In
        addition, the Servicer shall be entitled to recover unpaid Servicing Fees
        out of
        related late collections and as otherwise permitted in Section 3.11. Except
        as provided in Section 6.06, 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 Subservicer
        pursuant to a Subservicing Agreement entered into under
        Section 3.02.

       

      (b) Additional
        servicing compensation in the form of assumption or modification fees, late
        payment charges, NSF fees, reconveyance fees and other similar fees and charges
        (other than Prepayment Premiums) 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 Sections 3.09(b)(vi) and 3.11(a)(iv) to
        withdraw from the Collection Account, as additional servicing compensation,
        interest or other income earned on deposits therein.

       

      (c) The
        Servicer shall be required to pay all expenses incurred by it in connection
        with
        its servicing activities hereunder (including payment of premiums for any
        blanket policy insuring against hazard losses pursuant to Section 3.13,
        servicing compensation of any Subservicer to the extent not retained by such
        Subservicer and the fees and expenses of independent accountants and any
        agents
        appointed by the Servicer), and shall not be entitled to reimbursement therefor
        except as specifically provided in Section 3.11.

       

      Section
        3.22. Annual
        Statement as to Compliance. 

       

      The
        Servicer, Master Servicer and the Trust Administrator shall deliver (or
        otherwise make available) (and the Trustee, the Master Servicer and 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 each Servicer with its own annual statement of compliance to be submitted
        to the Trust Administrator pursuant to this Section.

       

      In
        the
        event the Servicer, 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 3.22 or to such applicable
        agreement, as the case may be, notwithstanding any such termination, assignment
        or resignation.

       

      Section
        3.23. Report
        on Assessment of Compliance and Attestation.

       

      (a) By
        March
        1 (with a ten-calendar day cure period) of each year, commencing in March
        2007,
        the Servicer, Master Servicer and the Trust Administrator, 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 4.07, 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. 

       

      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 and the
        Trust
        Administrator (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 3.23(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 and on any similar exhibit
        set
        forth in each Servicing Agreement in respect of each 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 Servicers 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 3.23(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 and the Trust Administrator, 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 3.23(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
        Servicers 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 Custodial Agreement, Servicing Agreement or
        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
        3.23(b), or such other applicable agreement, notwithstanding any such
        termination, assignment or resignation.

       

      Section
        3.24. Master
        Servicer to Act as Servicer.

       

      (a) In
        the
        event that the Servicer shall for any reason no longer be the Servicer hereunder
        (including by reason of a Servicer Event of Default), the Master Servicer
        or its
        successor shall thereupon assume all of the rights and obligations of the
        Servicer hereunder arising thereafter (except that the Master Servicer shall
        not
        be (i) liable for losses of such predecessor Servicer pursuant to
        Section 3.10 or any acts or omissions of such predecessor Servicer
        hereunder, (ii) obligated to make Advances if it is prohibited from doing
        so by applicable law, (iii) obligated to effectuate repurchases or
        substitutions of Mortgage Loans hereunder, including but not limited to
        repurchases or substitutions pursuant to Section 2.03,
        (iv) responsible for expenses of the Servicer pursuant to Section 2.03
        or (v) deemed to have made any representations and warranties of the
        Servicer hereunder). Any such assumption shall be subject to
        Section 7.02.

       

      (b) If
        the
        Servicer shall for any reason no longer be the Servicer (including by reason
        of
        any Servicer Event of Default), the Master Servicer (or any other successor
        Servicer) may, at its option, succeed to any rights and obligations of the
        Servicer under any Subservicing Agreement in accordance with the terms thereof;
        provided,
        that
        the Master Servicer (or any other successor Servicer) shall not incur any
        liability or have any obligations in its capacity as successor Servicer under
        a
        Subservicing Agreement arising prior to the date of such succession unless
        it
        expressly elects to succeed to the rights and obligations of the Servicer
        thereunder; and the Servicer shall not thereby be relieved of any liability
        or
        obligations under the Subservicing Agreement arising prior to the date of
        such
        succession.

       

      (c) The
        Servicer shall, upon request of the Master Servicer, but at the expense of
        the
        Servicer, deliver to the assuming party all documents and records relating
        to
        each Subservicing Agreement (if any) and the Mortgage Loans then being serviced
        thereunder and an accounting of amounts collected and held by it and otherwise
        use its best efforts to effect the orderly and efficient transfer of the
        Subservicing Agreement to the assuming party.

       

      Section
        3.25. Compensating
        Interest. 

       

      The
        Servicer shall remit to the Trust Administrator for deposit into the
        Distribution Account on each Remittance Date an amount from its own funds
        equal
        to Compensating Interest payable by the Servicer for such Remittance
        Date.

       

      Section
        3.26. Credit
        Reporting; Gramm-Leach-Bliley Act. 

       

      (a) With
        respect to each Mortgage Loan, the Servicer shall fully furnish, in accordance
        with the Fair Credit Reporting Act and its implementing regulations, accurate
        and complete information (e.g., favorable and unfavorable) on the related
        Mortgagor credit files to three of the national credit repositories, on a
        monthly basis.

       

      (b) The
        Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999
        and all
        applicable regulations promulgated thereunder relating to the Mortgage Loans
        and
        the related borrowers, and shall provide all required notices
        thereunder.

       

      Section
        3.27. Net
        WAC Rate Carryover Reserve Account; Distribution Account;
        Swap
        Account.

       

      (a) The
        Trust
        Administrator shall establish and maintain the Net WAC Rate Carryover Reserve
        Account, on behalf of the Holders of the Class C Certificates, to receive
        any
        Net WAC Rate Carryover Payments and any Net Swap Payments and to pay to the
        Holders of the LIBOR Certificates any Net WAC Rate Carryover Amounts. On
        each
        Distribution Date on which there is a Net WAC Rate Carryover Amount, the
        Trust
        Administrator has been directed by the Class C Certificateholders to, and
        therefore shall, deposit the amount of any such payments in respect of Net
        WAC
        Rate Carryover Amounts otherwise distributable to the Class C Certificateholder
        (on behalf of the Class C Interest) for such date into the Net WAC Rate
        Carryover Reserve Account. The Net WAC Rate Carryover Account shall not be
        an
        asset of any Trust REMIC.

       

      On
        each
        Distribution Date on which there exists a Net WAC Rate Carryover Amount on
        any
        Class of LIBOR Certificates, the Trust Administrator shall (1) withdraw
        from the Distribution Account and deposit in the Net WAC Rate Carryover Reserve
        Account, as set forth in Section 4.02(a)(iii)(P), the lesser of the Class C
        Distributable Amount as paid from the Class C Interest to the Class C
        Certificateholder (to the extent remaining after the distributions specified
        in
        Sections 4.02(a)(iii)(A)-(O)) and the aggregate Net WAC Rate Carryover
        Amount and (2) withdraw from the Net WAC Rate Carryover Reserve Account
        amounts necessary to pay to such Class or Classes of Certificates the applicable
        Net WAC Rate Carryover Amounts. Such payments shall be allocated to those
        Classes based upon the amount of Net WAC Rate Carryover Amount owed to each
        such
        Class and shall be paid in the priority set forth in Sections
        4.02(a)(iii)(P)(1)-(2). In the event that the Certificate Principal Balance
        of
        any Class of Subordinate Certificates is permanently reduced because of
        Allocated Realized Loss Amounts, the applicable Certificateholders will not
        be
        entitled (except to the extent of Subsequent Recoveries and as otherwise
        set
        forth herein) to receive Net WAC Rate Carryover Amounts on the written down
        amounts on such Distribution Date or any future Distribution Dates, even
        if
        funds are otherwise available for distribution, unless the Certificate Principal
        Balance of such Certificate is later restored through Subsequent
        Recoveries.

       

      The
        Trust
        Administrator shall account for the Net WAC Rate Carryover Reserve Account
        as an
        outside reserve fund within the meaning of Treasury Regulations
        Section 1.860G-2(h) and not as an asset of any Trust REMIC created pursuant
        to this Agreement. The beneficial owners of the Net WAC Rate Carryover Reserve
        Account are the Holders of the Class C Certificates (on behalf of the Class
        C
        Interest). For all federal income tax purposes, amounts transferred to the
        Net
        WAC Rate Carryover Reserve Account shall be treated as first distributed
        by the
        Trust Administrator from REMIC III to the Holders of the Class C Interest
        and then from the Holders of the Class C Interest to the Class C Certificates,
        and then contributed by the Holders of the Class C Certificates to the Net
        WAC
        Rate Carryover Reserve Account.

       

      Any
        Net
        WAC Rate Carryover Amounts paid by the Trust Administrator to the Holders
        of the
        LIBOR Certificates shall be accounted for by the Trust Administrator as amounts
        paid first to the Holders of the Class
        C Certificates in respect of the Class C Interest and then to the respective
        Class or Classes of LIBOR
        Certificates. In addition, the Trust Administrator shall account for the
        rights
        of Holders of each Class of LIBOR Certificates to receive payments of Net
        WAC
        Rate Carryover Amounts as rights in a separate limited recourse interest
        rate
        cap contract written by the Holders of the Class C Certificates in respect
        of
        the Class C Interest in favor of Holders of each such Class.

       

      Notwithstanding
        any provision contained in this Agreement, the Trust Administrator shall
        not be
        required to make any payments from the Net WAC Rate Carryover Reserve Account
        except as expressly set forth in this Section 3.27(a).

       

      (b) The
        Trust
        Administrator shall establish and maintain the Distribution Account on behalf
        of
        the Certificateholders. The Trust Administrator shall, promptly on the Business
        Day received, deposit in the Distribution Account and retain therein the
        following:

       

      (i) the
        aggregate amount remitted by the Servicer to the Trust Administrator pursuant
        to
        Section 3.11;

       

      (ii) any
        amount deposited by the Servicer pursuant to Section 3.12(b) in connection
        with any losses on Permitted Investments; and

       

      (iii) any
        other
        amounts deposited hereunder which are required to be deposited in the
        Distribution Account.

       

      In
        the
        event that the Servicer shall remit any amount not required to be remitted,
        the
        Servicer may at any time direct the Trust Administrator in writing to withdraw
        such amount from the Distribution Account, any provision herein to the contrary
        notwithstanding. Such direction may be accomplished by delivering notice
        to the
        Trust Administrator which describes the amounts deposited in error in the
        Distribution Account. All funds deposited in the Distribution Account shall
        be
        held by the Trust Administrator in trust for the Certificateholders until
        disbursed in accordance with this Agreement or withdrawn in accordance with
        Section 4.02.

       

      (c) The
        Swap
        Administrator shall establish and maintain the Swap Account as a segregated
        trust account on behalf of the Certificateholders. On each Distribution Date,
        the Swap Administrator shall deposit certain amounts, if any, received from
        the
        Swap Provider from which distributions in respect of unpaid Current Interest,
        Unpaid Interest Shortfall Amounts, Net WAC Rate Carryover Amounts, amounts
        necessary to maintain the applicable Overcollateralization Target Amount
        and
        Allocated Realized Loss Amounts on the Subordinate Certificates will be made.
        The Swap Account will be an asset of the Trust but not of any
        REMIC.

       

      On
        each
        Distribution Date, prior to any distribution to any Certificate, the Trust
        Administrator shall deposit into the Swap Account: (i) the amount of any
        Net
        Swap Payment or Swap Termination Payment owed to the Swap Provider (after
        taking
        into account any upfront payment received from the counterparty to a replacement
        swap agreement) from funds collected and received with respect to the Mortgage
        Loans prior to the determination of Available Funds and (ii) amounts received
        by
        the Trust Administrator from the Swap Administrator, for distribution as
        described below, pursuant to the Swap Administration Agreement. 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 the Class
        SWAP-IO Interest to the extent of the amount distributable on such Class
        SWAP-IO
        Interest 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).

       

      For
        federal income tax purposes, the Swap Account shall be beneficially owned
        by the
        Holders of the Class C Certificates. 

       

      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 III 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 amount of interest otherwise payable to such
        Certificates, 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 regular interests in REMIC III and as
        having been paid by such Holders to the Swap Administrator pursuant to the
        notional principal contract. Thus, each Certificate (other than the Class
        P,
        Class R and Class R-X Certificates) shall be treated as representing not
        only
        ownership of a regular interest in REMIC III for purposes of the REMIC
        provisions, but also ownership of an interest in, and obligations with respect
        to, a notional principal contract.

       

      Section
        3.28. Optional
        Purchase of Delinquent Mortgage Loans. 

       

      The
        Depositor, in its sole discretion, shall have the option, but shall not be
        obligated, to purchase any 90+ Delinquent Mortgage Loans from the Trust Fund.
        The purchase price for any such Mortgage Loan shall be 100% of the unpaid
        principal balance of such Mortgage Loan plus accrued and unpaid interest
        on the
        related Mortgage Loan at the applicable Mortgage Interest Rate, plus the
        amount
        of any unreimbursed Servicing Advances made by the Servicer. Upon receipt
        of
        such purchase price, the Servicer shall provide to the Trustee or Trust
        Administrator, as applicable, a Request for Release and the Trustee or Trust
        Administrator, as applicable, shall promptly release to the Depositor, the
        Mortgage File relating to the Mortgage Loan being repurchased.

       

      Section
        3.29. REMIC-Related
        Covenants.

       

      For
        as
        long as each Trust REMIC shall exist, the Servicer shall act in accordance
        herewith to treat such Trust REMIC as a REMIC, and the Servicer shall comply
        with any directions of the Trustee or the Trust Administrator to assure such
        continuing treatment. In particular, the Servicer shall not (a) sell or permit
        the sale of all or any portion of the Mortgage Loans or of any investment
        of
        deposits in either the Collection Account or the Distribution Account unless
        such sale is as a result of a repurchase of the Mortgage Loans pursuant to
        this
        Agreement or the Trustee and Trust Administrator has received an Opinion
        of
        Counsel prepared at the expense of the Trust Fund stating that such contribution
        will not result in an Adverse REMIC Event (as defined in Section 11.01(f));
        and
        (b) other than with respect to a substitution pursuant to the Mortgage Loan
        Purchase Agreement or Section 2.03 of this Agreement, as applicable, accept
        any
        contribution to any Trust REMIC after the Startup Day (as defined in Section
        11.01(b)) without receipt of an Opinion of Counsel stating that such
        contribution will not result in an Adverse REMIC Event (as defined in Section
        11.01(f)).

       

      ARTICLE
        IIIA

       

      ADMINISTRATION
        AND MASTER SERVICING OF

      THE
        MORTGAGE LOANS BY THE MASTER SERVICER

       

      Section
        3A.01 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 the 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 and separately monitor the Servicer’s
        servicing activities with respect to each related 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. 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 the terms hereof based on
        information provided to the Master Servicer by the Trust Administrator pursuant
        to the third paragraph of Section 8.01. Notwithstanding any provision of
        this
        Agreement to the contrary, the Master Servicer shall have no duty or obligation
        to confirm or verify the amounts reported by the Servicer as Realized Losses
        with respect to any Determination Date unless the Servicer shall have failed
        the
        Servicer Enhanced Review Test for such Determination Date.

       

      The
        Trustee shall furnish the Master Servicer with any limited powers of attorney
        and other documents in form acceptable to it that are necessary or appropriate
        to enable the Master Servicer to perform its master servicing obligations.
        The
        Trustee shall have no responsibility for any action of the Master Servicer
        pursuant to any such limited power of attorney and shall be indemnified by
        the
        Master Servicer, as applicable, for any cost, liability or expense incurred
        by
        the Trustee in connection with the Master Servicer’s misuse of any such power of
        attorney.

       

      The
        Master Servicer shall provide access to the records and documentation in
        possession of the Master Servicer regarding the related Mortgage Loans and
        REO
        Property 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 Master Servicer; provided, however, that, unless otherwise
        required by law, the Master Servicer shall not 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 Master Servicer 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 Master Servicer’s actual costs.

       

      Section
        3A.02 REMIC-Related
        Covenants.

       

      For
        as
        long as each Trust REMIC shall exist, the Master Servicer shall act in
        accordance herewith to treat such Trust REMIC as a REMIC, and the Master
        Servicer shall comply with any directions of the Trustee or the Trust
        Administrator to assure such continuing treatment. In particular, the Master
        Servicer shall not (a) sell all or any portion of the Mortgage Loans or of
        any
        investment of deposits in either the Collection Account or the Distribution
        Account unless such sale is as a result of a repurchase of the Mortgage Loans
        pursuant to this Agreement or the Trustee and Trust Administrator has received
        an Opinion of Counsel prepared at the expense of the Trust Fund stating that
        such contribution will not result in an Adverse REMIC Event (as defined in
        Section 11.01(f)); and (b) other than with respect to a substitution pursuant
        to
        the Mortgage Loan Purchase Agreement or Section 2.03 of this Agreement, as
        applicable, accept any contribution to any Trust REMIC after the Startup
        Day (as
        defined in Section 11.01(b)) without receipt of an Opinion of Counsel stating
        that such contribution will not result in an Adverse REMIC Event (as defined
        in
        Section 11.01(f)).

       

      Section
        3A.03 Monitoring
        of Servicer.

       

      (a) Subject
        to Section 3A.01, The Master Servicer shall be responsible for monitoring
        compliance by the Servicer with its duties under this Agreement. In the review
        of the Servicer’s activities, the Master Servicer may rely upon an Officer’s
        Certificate 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
        a
        Servicer Event of Default, the Master Servicer shall notify the Servicer
        and the
        Trustee thereof and the Master Servicer shall issue such notice or take such
        other action as it deems appropriate.

       

      (b) The
        Master Servicer, for the benefit of the Trustee and the Certificateholders,
        shall enforce the obligations of the Servicer under this Agreement, and shall,
        in the event that the Servicer fails to perform its obligations in accordance
        with this Agreement, subject to the preceding paragraph and Article VII,
        cause
        the Trustee to terminate the rights and obligations of the Servicer hereunder
        in
        accordance with the provisions of Article VII. 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, in its good faith business judgment,
        would require were it the owner of the related Mortgage Loans. The Master
        Servicer shall pay the costs of such enforcement at its own expense, provided
        that the Master Servicer shall not be required to prosecute or defend any
        legal
        action except to the extent that the Master Servicer shall have received
        reasonable indemnity for its costs and expenses in pursuing such
        action.

       

      (c) The
        Master Servicer shall be entitled to be reimbursed by the Servicer (or from
        amounts on deposit in the Distribution Account if the Servicer does not timely
        fulfill its obligations hereunder) for all reasonable out-of-pocket or third
        party costs associated with the transfer of servicing from the predecessor
        Servicer (or if the predecessor Servicer is the Master Servicer, from the
        Servicer immediately preceding the Master Servicer), including without
        limitation, any reasonable out-of-pocket or third party 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
        Master Servicer to correct any errors or insufficiencies in the servicing
        data
        or otherwise to enable the Master Servicer to service the Mortgage Loans
        properly and effectively, upon presentation of reasonable documentation of
        such
        costs and expenses.

       

      (d) Subject
        to Section 3A.01, the Master Servicer shall require the Servicer to comply
        with
        the remittance requirements and other obligations set forth in this
        Agreement.

       

      (e) If
        the
        Master Servicer acts as successor Servicer, it will not assume liability
        for the
        representations and warranties of the terminated Servicer.

       

      (f) The
        Master Servicer shall not be liable for any acts or omissions of the
        Servicer.

       

      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 servicers or
        trustees.

       

      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 XI, 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;
        provided, however, that the Master Servicer shall not knowingly or intentionally
        take any action, or fail to take (or fail to cause to be taken) any action
        reasonably within its control and the scope of duties more specifically set
        forth herein, that, under the REMIC Provisions, if taken or not taken, as
        the
        case may be, would cause any REMIC created hereunder 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 will not cause any REMIC created hereunder to fail
        to
        qualify as a REMIC or result in the imposition of a tax upon any REMIC created
        hereunder. The Trustee shall execute and deliver such other documents, as
        the
        Master Servicer or the 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.
        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. 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. The Trustee shall have no
        responsibility for any action of the Master Servicer or the Servicer taken
        pursuant to any document delivered by the Trustee under this Section
        3A.05.

       

      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.

       

      Section
        3A.07 Documents,
        Records and Funds in Possession of Master Servicer To Be

      Held
        for Trustee.

       

      (a) The
        Master Servicer shall transmit to the Trustee or the Trust Administrator
        such
        documents and instruments coming into the possession of the Master Servicer
        from
        time to time as are required by the terms hereof to be delivered to the Trustee
        or the Trust Administrator. Any funds received by the Master Servicer in
        respect
        of any Mortgage Loan or which otherwise are collected by the Master Servicer
        as
        Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
        shall
        be remitted to the Trust Administrator for deposit in the Distribution Account.
        The Master Servicer shall, and, subject to Section 3.19, shall cause the
        Servicer to, provide access to information and documentation regarding the
        Mortgage Loans to the Trustee, 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.

       

      (b) All
        funds
        collected or held by, or under the control of, the Master 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 remitted
        to the Trust Administrator for deposit in the Distribution Account.

       

      Section
        3A.08 [RESERVED].

       

      Section
        3A.09 Compensation
        for the Master Servicer.

       

      As
        compensation for the activities of the Master Servicer hereunder, the Master
        Servicer shall be entitled to all investment income on funds on deposit in
        the
        Distribution Account. The compensation owing to the Master Servicer in respect
        of any Distribution Date shall be reduced as applicable in accordance with
        Section 3A.12. The Master Servicer shall be required to pay all expenses
        incurred by it in connection with its ordinary activities hereunder and shall
        not be entitled to reimbursement therefor except as provided in this
        Agreement.

       

      Section
        3A.10 [RESERVED].

       

      Section
        3A.11 [RESERVED].

       

      Section
        3A.12 Obligation
        of the Master Servicer in Respect of Prepayment Interest
        Shortfalls.

       

      In
        the
        event that the Servicer fails to perform on any Remittance Date its obligations
        pursuant to Section 3.25, the Master Servicer shall remit to the Trust
        Administrator not later than the Distribution Date an amount equal to the
        lesser
        of (i) the aggregate amounts required to be paid by the Servicer with respect
        to
        Prepayment Interest Shortfalls attributable to Principal Prepayments on the
        related Mortgage Loans for the related Distribution Date, and not so paid
        by the
        Servicer and (ii) the Master Servicing Fee for such Distribution Date, without
        reimbursement therefor.

       

      ARTICLE
        IV

      DISTRIBUTIONS
        AND ADVANCES BY THE
        SERVICER

       

      Section
        4.01. Advances.

       

      (a) The
        amount of P&I Advances to be made by the Servicer for any Remittance Date
        shall equal, subject to Section 4.01(c), the sum of (i) the aggregate
        amount of Scheduled Payments (with each interest portion thereof net of the
        Servicing Fee), due during the Due Period immediately preceding such Remittance
        Date in respect of the first lien Mortgage Loans, which Scheduled Payments
        were
        not received as of the close of business on the related Determination Date,
        plus
        (ii) with respect to each REO Property, which REO Property was acquired
        during or prior to the related Prepayment Period and as to which such REO
        Property an REO Disposition did not occur during the related Prepayment Period,
        an amount equal to the excess, if any, of the Scheduled Payments (with REO
        Imputed Interest) that would have been due on the related Due Date in respect
        of
        the related Mortgage Loan, over the net income from such REO Property
        transferred to the Collection Account for distribution on such Remittance
        Date.

       

      (b) On
        each
        Remittance Date, the Servicer shall remit in immediately available funds
        to the
        Trust Administrator for deposit into the Distribution Account an amount equal
        to
        the aggregate amount of P&I Advances, if any, to be made in respect of the
        Mortgage Loans and REO Properties for the related Remittance 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 the Collection Account
        that Amounts Held for Future Distribution have been, as permitted by this
        Section 4.01, used by the Servicer in discharge of any such P&I
        Advance) or (iii) in the form of any combination of (i) and (ii)
        aggregating the total amount of P&I Advances to be made by the Servicer with
        respect to the Mortgage Loans and REO Properties. Any Amounts Held for Future
        Distribution and so used 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 Remittance Date to the extent required.

       

      (c) The
        obligation of the Servicer to make such P&I Advances on first lien Mortgage
        Loans is mandatory, notwithstanding any other provision of this Agreement
        but
        subject to (d) below, and, with respect to any Mortgage Loan or REO Property,
        shall continue until a Final Recovery Determination in connection therewith
        or
        the removal thereof from coverage under this Agreement, except as otherwise
        provided in this Section.
        The
        Servicer may, but will not be obligated (i) to make any Advances of principal
        on
        any REO property or any second lien Mortgage Loan or (ii) to make any Advances
        with respect to reductions in the amount of the monthly payments on the Mortgage
        Loans due to bankruptcy proceedings or the application of the Relief Act
        or any
        similar state law.

       

      (d) Notwithstanding
        anything herein to the contrary, no P&I Advance or Servicing Advance shall
        be required to be made hereunder by the Servicer if such P&I Advance or
        Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
        Nonrecoverable Servicing Advance. The determination by the Servicer that
        it has
        made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing Advance or
        that any proposed P&I Advance or Servicing Advance, if made, would
        constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
        Advance, respectively, shall be evidenced by an Officer’s Certificate of the
        Servicer delivered to the Trustee, the Master Servicer and the Trust
        Administrator. The Master Servicer shall be entitled to rely on any
        non-recoverability analysis made by the Servicer.

       

      (e) Except
        as
        otherwise provided herein, the Servicer shall be entitled to reimbursement
        pursuant to Section 3.11 for Advances from recoveries from the related
        Mortgagor or from all Liquidation Proceeds and other payments or recoveries
        (including Insurance Proceeds and Condemnation Proceeds) with respect to
        the
        related Mortgage Loan.

       

      Section
        4.02. Priorities
        of Distribution.

       

      (a) On
        each
        Distribution Date, the Trust Administrator shall make the disbursements and
        transfers from amounts then on deposit in the Distribution Account in the
        following order of priority and to the extent of the Available Funds
        remaining:

       

      (i) Interest
        remittances shall be distributed as follows:

       

      (I) the
        Group
        1 Interest Remittance Amount for such Distribution Date will be distributed
        in
        the following manner:

       

      (A) concurrently,
        to the Holders of the Group 1 Certificates, on a pro
        rata
        basis
        based on the entitlement of each such Class, the Monthly Interest Distributable
        Amount and the Unpaid Interest Shortfall Amount, if any, for such Class;
        and

       

      (B) concurrently,
        to the Holders of the Group 2 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 clause (II)(A)
        for
        such Distribution Date over (y) the amount actually distributed pursuant
        to such
        clause from the Group 2 Interest Remittance Amount.

       

      (II) the
        Group
        2 Interest Remittance Amount for such Distribution Date will be distributed
        in
        the following manner:

       

      (A) concurrently,
        to the Holders of the Group 2 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

       

      (B) concurrently,
        to the Holders of the Group 1 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 clause (I)(A)
        for
        such Distribution Date over (y) the amount actually distributed pursuant
        to such
        clause from the Group 1 Interest Remittance Amount; and 

       

      (III) following
        the distributions made pursuant to clauses (I) and (II) above, the remaining
        Group 1 Interest Remittance Amount and Group 2 Interest Remittance Amount
        will
        be distributed in the following manner:

       

      (A) first,
        to
        the Holders of the Class M-1 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class;

       

      (B) second,
        to the Holders of the Class M-2 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class;

       

      (C) third,
        to
        the Holders of the Class M-3 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class;

       

      (D) fourth,
        to the Holders of the Class M-4 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class;

       

      (E) fifth,
        to
        the Holders of the Class M-5 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class;

       

      (F) sixth,
        to
        the Holders of the Class M-6 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class; 

       

      (G) seventh,
        to the Holders of the Class M-7 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class;

       

      (H) eighth,
        to the Holders of the Class M-8 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class;

       

      (I) ninth,
        to
        the Holders of the Class M-9 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class; and

       

      (J) tenth,
        to
        the Holders of the Class M-10 Certificates, the related Monthly Interest
        Distributable Amount, if any, for such Class.

       

      (ii)
        Principal remittances shall be distributed as follows: 

       

      (I) On
        each
        Distribution Date (x) prior to the Stepdown Date or (y) if a Trigger Event
        is in
        effect:

       

      (A) distributions
        of principal to the extent of the Group 1 Principal Distribution Amount shall
        be
        distributed in the following amounts and order of priority:

       

      (1) first,
        to
        the Holders of the Group 1 Certificates, on a pro
        rata
        basis
        based on the Certificate Principal Balance of each such Class, until the
        Certificate Principal Balances thereof have been reduced to zero;
        and

       

      (2) second,
        after taking into account the amount distributed to the Holders of the Group
        2
        Certificates on such Distribution Date in respect of principal, to the holders
        of the Group 2 Certificates, based on the entitlement of each such Class
        pursuant to the priorities set forth in clause (ii)(I)(B), until the Certificate
        Principal Balances thereof have been reduced to zero.

       

      (B) Distributions
        in respect of principal to the extent of the Group 2 Principal Distribution
        Amount shall be distributed in the following amounts and order of priority:
        

       

      (1) first,
        to
        the Holders of the Class 2-A-1 Certificates until the Certificate Principal
        Balance thereof has been reduced to zero; 

       

      (2) second,
        to the Holders of the Class 2-A-2 Certificates until the Certificate Principal
        Balance thereof has been reduced to zero; 

       

      (3) third,
        to
        the Holders of the Class 2-A-3 Certificates until the Certificate Principal
        Balance thereof has been reduced to zero; 

       

      (4) fourth,
        to the Holders of the Class 2-A-4 Certificates until the Certificate Principal
        Balance thereof has been reduced to zero; and

       

      (5) fifth,
        after taking into account the amount distributed to the Holders of the Group
        1
        Certificates in respect of principal, to the Holders of the Group 1
        Certificates, on a pro
        rata
        basis
        based on the Certificate Principal Balance of each such Class, until the
        Certificate Principal Balances thereof have been reduced to zero;

       

      provided,
        however, that if the aggregate Certificate Principal Balance of the Subordinate
        Certificates has been reduced to zero, then distributions pursuant to this
        clause shall be distributed concurrently, on a pro
        rata
        basis
        based on the Certificate Principal Balance of each applicable Class of
        Group 2 Certificates.

       

      (C) Distributions
        in respect of principal to the extent of the sum of the Group 1 Principal
        Distribution Amount and the Group 2 Principal Distribution Amount remaining
        undistributed for such Distribution Date after the reduction of the Certificate
        Principal Balance of each of the Group 1 Certificates and Group 2 Certificates
        to zero (after giving effect to clauses (A) and (B) above) shall be distributed
        in the following amounts and order of priority: 

       

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

       

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

       

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

       

      (4) fourth,
        to the Holders of the Class M-4 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero; 

       

      (5) fifth,
        to
        the Holders of the Class M-5 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero; 

       

      (6) sixth,
        to
        the Holders of the Class M-6 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero; 

       

      (7) seventh,
        to the Holders of the Class M-7 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero; 

       

      (8) eighth,
        to the Holders of the Class M-8 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero;

       

      (9) ninth,
        to
        the Holders of the Class M-9 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero; and

       

      (10) tenth,
        to
        the Holders of the Class M-10 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero.

       

      (II) On
        each
        Distribution Date (x) on or after the Stepdown Date and (y) on which a Trigger
        Event is not in effect:

       

      (A) Distributions
        in respect of principal to the extent of the Group 1 Principal Distribution
        Amount shall be distributed in the following amounts and order of priority:
        

       

      (1) on
        the
        Distribution Date on which the Stepdown Date first occurs, if the Senior
        Principal Distribution Amount is greater than or equal to the aggregate
        Certificate Principal Balance of the Senior Certificates prior to any
        distributions of principal for such Distribution Date are made, then to the
        Group 1 Certificates (in an amount equal to the Group 1 Allocation Percentage
        of
        such excess and allocated among the Group 1 Certificates as described below)
        and
        the Group 2 Certificates (in an amount equal to the Group 2 Allocation
        Percentage of such excess and allocated among the Group 2 Certificates as
        described below), until the Certificate Principal Balances thereof have been
        reduced to zero;

       

      (2) to
        the
        Holders of the Group 1 Certificates, on a pro
        rata
        basis
        based on the Certificate Principal Balance of each such Class, the Group
        1
        Senior Principal Distribution Amount until the Certificate Principal Balances
        thereof have been reduced to zero; and

       

      (3) to
        the
        Holders of the Group 2 Certificates, up to an amount equal to the excess,
        if
        any, of (x) the amount required to be distributed pursuant to clause (II)(B)
        for
        each Class on such Distribution Date over (y) the amount actually distributed
        pursuant to clause (II)(B) for each Class from the Group 2 Principal
        Distribution Amount, as applicable, on such Distribution Date, to be distributed
        in accordance with clause (II)(B). 

       

      (B) Distributions
        in respect of principal to the extent of the Group 2 Principal Distribution
        Amount shall be distributed in the following amounts and order of
        priority:

       

      (1) On
        the
        Distribution Date on which the Stepdown Date first occurs, if the Senior
        Principal Distribution Amount is greater than or equal to the aggregate
        Certificate Principal Balance of the Senior Certificates prior to any
        distributions of principal for such Distribution Date are made, then to the
        Group 1 Certificates (in an amount equal to the Group 1 Allocation Percentage
        of
        such excess and allocated among the Group 1 Certificates as described below)
        and
        the Group 2 Certificates (in an amount equal to the Group 2 Allocation
        Percentage of such excess and allocated among the Group 2 Certificates as
        described below), until the Certificate Principal Balances thereof have been
        reduced to zero;

       

      (2) to
        the
        Holders of the Class 2-A-1 Certificates, the Group 2 Senior Principal
        Distribution Amount until the
        Certificate Principal Balance of such Class has been reduced to zero;
        

       

      (3) to
        the
        Holders of the Class 2-A-2 Certificates, the Group 2 Senior Principal
        Distribution Amount until the Certificate Principal Balance of such Class
        has
        been reduced to zero; 

       

      (4) to
        the
        Holders of the Class 2-A-3 Certificates, the Group 2 Senior Principal
        Distribution Amount until the Certificate Principal Balance of such Class
        has
        been reduced to zero; 

       

      (5) to
        the
        Holders of the Class 2-A-4 Certificates, the Group 2 Senior Principal
        Distribution Amount until the Certificate Principal Balance of such Class
        has
        been reduced to zero; and

       

      (6) to
        the
        Holders of the Group 1 Certificates, on a pro
        rata basis
        based on the Certificate Principal Balance of each such Class, up to an amount
        equal to the excess, if any, of (x) the amount required to be distributed
        pursuant to clause (II)(A) for each Class on such Distribution Date over
        (y) the
        amount actually distributed pursuant to clause (II)(A) for each Class from
        the
        Group 1 Principal Distribution Amount on such Distribution Date, to be
        distributed in accordance with clause (II)(A); 

       

      provided,
        however, that if the aggregate Certificate Principal Balance of the Subordinate
        Certificates has been reduced to zero, then distributions pursuant to this
        clause shall be made concurrently, on a pro
        rata
        basis
        based on the Certificate Principal Balance of each applicable Class of Group
        2
        Certificates. 

       

      (C) Distributions
        in respect of principal to the extent of the sum of the Group 1 Principal
        Distribution Amount and the Group 2 Principal Distribution Amount remaining
        undistributed for such Distribution Date (after giving effect to distributions
        pursuant to clauses (A) and (B) above) shall be distributed in the following
        amounts and order of priority: 

       

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

       

      (2) second,
        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;

       

      (3) third,
        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;

       

      (4) fourth,
        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;

       

      (5) fifth,
        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;

       

      (6) sixth,
        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;

       

      (7) seventh,
        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;

       

      (8) eighth,
        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; and

       

      (9) ninth,
        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.

       

      (iii) On
        each
        Distribution Date, the Excess Cashflow, if any, will be distributed as follows:
        

       

      (A) to
        the
        Trustee, Master Servicer or Trust Administrator any amounts to which such
        Persons are entitled to under this Agreement to the extent such amounts have
        not
        otherwise been paid or reimbursed;

       

      (B) 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 Swap Agreement, distributable to such Holders as part of the Group 1
        Principal Distribution Amount and/or the Group 2 Principal Distribution
        Amount;

       

      (C) sequentially,
        to the Holders of 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 and Class M-10 Certificates, in that order, in each case, 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; 

       

      (D) to
        the
        Net WAC Rate Carryover Reserve Account, the Net WAC Rate Carryover Amounts,
        if
        any, without taking into account amounts, if any, received under the Swap
        Agreement, in respect of amounts otherwise distributable to the Class C
        Certificates for such Distribution Date distributed in the following order
        of
        priority:

       

      (1) concurrently,
        on a pro
        rata
        basis
        based on the remaining Net WAC Rate Carryover Amounts for each such Class,
        to
        the Holders of the Senior Certificates, their related Net WAC Rate Carryover
        Amounts; and

       

      (2) sequentially,
        to the Holders of the 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 and Class M-10 Certificates, in
        that
        order, their related Net WAC Rate Carryover Amounts;

       

      (E) to
        the
        Swap Provider, from amounts otherwise distributable to the Class C Certificates,
        any Swap Termination Payment owed to the Swap Provider due to a Swap Provider
        Trigger Event pursuant to the Swap Agreement;

       

      (F) to
        the
        holders of the Class
        C Certificates (in respect of the Class C Interest),
        the
        remainder of the Class C Distributable Amount; and

       

      (G) if
        such
        Distribution Date follows the Prepayment Period during which occurs the latest
        date on which a Prepayment Premium may be required to be paid in respect
        of any
        Mortgage Loan, 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

       

      (H) to
        the
        holders of the Class R Certificates (in respect of the Class R-III
        Interest) and the holders of the Class R-X Certificates (in respect of the
        Class
        R-X-IV Interest, the Class R-X-V Interest and the Class R-X-VI Interest),
        any
        remaining amount from the related REMICs.

       

      If
        on any
        Distribution Date, as a result of the foregoing allocation rules, any Class
        of
        Senior Certificates does not receive the related Monthly Interest Distributable
        Amount or the related Unpaid Interest Shortfall Amounts, if any, then that
        unpaid amount will be recoverable by the holders of those Classes, with interest
        thereon, on future Distribution Dates, as Unpaid Interest Shortfall Amounts,
        subject to the priorities described above. In the event the Class Certificate
        Balance of any Class of Subordinate Certificates has been reduced to zero,
        that
        Class of Certificates shall no longer be entitled to receive any related
        unpaid
        Net WAC Rate Carryover Amounts.

       

      (b) On
        each
        Distribution Date, all amounts representing Prepayment Premiums from the
        Mortgage Loans received during the related Prepayment Period shall be
        distributed to the holders of the Class P Certificates (in respect of the
        Class P Interest). Such distributions shall not be applied to reduce the
        Certificate Principal Balance of the Class P Certificates (in respect of
        the
        Class P Interest). On the Distribution Date in July 2009, the Class P
        Certificates (in respect of the Class P Interest) shall be entitled to receive
        $100.00 in retirement of the principal balance of the REMIC regular interest
        represented by the Class P Certificates, which distribution shall be made
        immediately before any distributions pursuant to Section 4.02(a)(iii) on
        such
        Distribution Date.

       

      (c) Notwithstanding
        the provisions of this Section 4.02, if on any Distribution Date Senior
        Certificates related to a Loan Group are no longer outstanding, the pro
        rata
        portion
        of the Group 1 Principal Distribution Amount or Group 2 Principal Distribution
        Amount, as applicable, otherwise allocable to such Senior Certificates will
        be
        allocated among the remaining group or groups of Senior Certificates, on
        a
pro
        rata
        basis
        based on the outstanding aggregate Certificate Principal Balance for such
        groups, in the same manner and order of priority described in Section
        4.02(a).

       

      (d) On
        any
        Distribution Date, any Relief Act Interest Shortfalls and Net Prepayment
        Interest Shortfalls for such Distribution Date will be allocated pro
        rata,
        as a
        reduction of the Current Interest for the LIBOR Certificates, based on the
        amount of interest to which such Classes would otherwise be entitled on such
        Distribution Date.

       

      (e) On
        each
        Distribution Date, and after all distributions made under Section 4.02(a)
        above,
        the Swap Administrator shall distribute amounts in the Swap Account, if any,
        in
        the following amounts and order of priority:

       

      (i) to
        the
        Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to
        the
        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 Swap Agreement;

       

      (iii) concurrently,
        to the Holders of each class of Senior Certificates, pro
        rata,
        the
        related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
        Amounts remaining undistributed after distribution of the Group 1 Interest
        Remittance Amount and the Group 2 Interest Remittance Amount, on a pro
        rata
        basis
        based on such respective remianing Monthly Interest Distributable Amount
        and
        Unpaid Interest Shortfall Amount,

       

      (iv) sequentially,
        to the Holders of each Class of 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 and Class M-10 Certificates, in that order, the related
        Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount,
        to
        the extent remaining undistributed after distribution of the Group 1 Interest
        Remittance Amount and the Group 2 Interest Remittance Amount and the Net
        Monthly
        Excess Cashflow;

       

      (v) as
        principal to the Holders of any Certificates then entitled to distributions
        of
        principal, in accordance with Section 4.02(a)(ii), and after giving effect
        to
        distributions of principal already made on such Distribution Date, an amount
        necessary to maintain the applicable Overcollateralization Target Amount
        (but
        only to the extent of cumulative Realized Losses on the Mortgage Loans);
        

       

      (vi) sequentially,
        to the Holders of the 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 and Class M-10 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 the Holders of 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 Holders of the 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 and Class M-10 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) on
        the
        Final Payment Date, any amounts remaining in the Swap Account to the holder
        of
        the Class C Certificates (in respect of the Class C Interest).

       

      Section
        4.03. Monthly
        Statements to Certificateholders.

       

      (a) Not
        later
        than each Distribution Date, the Trust Administrator shall make available
        to
        each Certificateholder, the Servicer, the Master Servicer, the Trustee, the
        Depositor and each Rating Agency a statement setting forth with respect to
        the
        related distribution:

       

      (i) the
        amount of the distribution made on such Distribution Date to the Holders
        of each
        Class of Certificates allocable to principal, separately identified, and
        the
        amount of the distribution made on such Distribution Date to the Holders
        of the
        Class P Certificates allocable to Prepayment Charges;

       

      (ii) the
        amount of the distribution made on such Distribution Date to the Holders
        of each
        Class of 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 Target Amount,
        the Overcollateralization Deficiency Amount, the Credit Enhancement Percentage
        for such Distribution Date;

       

      (iv) the
        fees
        and expenses of the trust accrued and paid on such Distribution Date and
        to whom
        such fees and expenses were paid;

       

      (v) the
        aggregate amount of Advances for such Distribution Date (including the general
        purpose of such Advances);

       

      (vi) the
        aggregate Principal Balance of the Mortgage Loans and any REO Properties
        as of
        the end of the related Due Period;

       

      (vii) the
        number, aggregate Principal Balance, weighted average remaining term to maturity
        and weighted average Mortgage Rate of the Mortgage Loans as of the related
        Due
        Date;

       

      (viii) the
        number and aggregate unpaid Principal Balance of Mortgage Loans in respect
        of
        which (a) one monthly payment is delinquent, (b) two monthly payments are
        delinquent, (c) three monthly payments are delinquent and (d) foreclosure
        proceedings have begun, in each case, as of the last day of the calendar
        month
        preceding the related Distribution Date and in accordance with the OTS method
        of
        calculating delinquencies;

       

      (ix) the
        total
        number and cumulative principal balance of all REO Properties as of the close
        of
        business on 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;

       

      (xi) the
        Delinquency Percentage;

       

      (xii) the
        aggregate amount of Realized Losses incurred during the related Prepayment
        Period, the aggregate amount of Realized Losses incurred since the Closing
        Date
        and the aggregate amount of Subsequent Recoveries received during the related
        Prepayment Period;

       

      (xiii) the
        aggregate amount of extraordinary trust fund expenses withdrawn from the
        distribution account for such Distribution Date;

       

      (xiv) the
        Certificate Principal Balance of each class of certificates, before and after
        giving effect to the distributions, and allocations of Realized Losses, made
        on
        such Distribution Date;

       

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

       

      (xvi) the
        aggregate amount of any Prepayment Interest Shortfall for such Distribution
        Date, to the extent not covered by payments of Compensating Interest by the
        Servicer or the Master Servicer;

       

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

       

      (xviii) whether
        the Stepdown Date or a Trigger Event has occurred;

       

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

       

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

       

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

       

      (xxii) the
        applicable Record Dates, Accrual Periods and Determination Dates for calculating
        distributions for such Distribution Date.

       

      (b) The
        Trust
        Administrator’s responsibility for providing the above statement to the
        Certificateholders, each Rating Agency, the Servicer, the Master Servicer,
        the
        Originator and the Depositor is limited to the availability, timeliness and
        accuracy of the information derived from the Servicer. The Trust Administrator
        will make the above statement available via the Trust Administrator’s internet
        website. The Trust Administrator’s website will initially be located at
        http://www.ctslink.com and assistance in using the website can be obtained
        by
        calling the Trust Administrator’s customer service desk at 1-301-815-6600.
        Parties that are unable to use the above distribution method 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 manner in which the above statement is distributed in order
        to
        make such distribution more convenient and/or more accessible, and the Trust
        Administrator shall provide timely and adequate notification to the
        Certificateholders and the parties hereto regarding any such
        changes.

       

      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 the Servicer
        for
        purposes of preparing the above statement and may affix thereto any disclaimer
        it deems appropriate in its reasonable discretion (without suggesting liability
        on the part of any other party hereto).

       

      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.

       

      Upon
        written request from any Certificateholder, the Trust Administrator shall
        provide the information provided for in Sections 4.03(d) to such
        Certificateholder, at the expense of the requesting Certificateholder. The
        Trust
        Administrator’s responsibility for providing the information provided for in
        Sections 4.03(d) to the Certificateholders is limited to the availability
        and
        timeliness of the information provided by the Servicer. The Trust Administrator
        shall provide the information provided for in Sections 4.03(d) in the same
        format as received from the Servicer upon request by the Certificateholders.
        The
        Trust Administrator shall have no duty or obligation to monitor, review or
        take
        any action regarding such information received pursuant to Section 4.03(d)
        other than forwarding copies to Certificateholders. The Trust Administrator
        shall have no liability for the accuracy, completeness or otherwise for such
        information.

       

      (c) Within
        a
        reasonable period of time after the end of each calendar year, the Trust
        Administrator shall cause to be furnished each Person who at any time during
        the
        calendar year was a Certificateholder, a statement containing the information
        set forth in clauses (a)(i) and (a)(ii) of this Section 4.03
        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 provided by the Trust Administrator pursuant
        to
        any requirements of the Code as are from time to time in effect.

       

      (d) Not
        later
        than the Reporting Date, the Servicer shall furnish to the Trust Administrator,
        the Master Servicer and the Swap Provider a monthly remittance advice statement
        (in a format mutually agreed upon by the Servicer and the Trust Administrator)
        containing such information as shall be reasonably requested by the Trust
        Administrator to provide the reports required by Section 4.03(a) as to the
        accompanying remittance and the period ending on the close of business on
        the
        last Business Day of the immediately preceding month (the “Servicer Remittance
        Report”).

       

      The
        Servicer shall furnish to the Trust Administrator an individual loan accounting
        report, as of the last Business Day of each month, to document Mortgage Loan
        payment activity on an individual Mortgage Loan basis. With respect to each
        month, the corresponding individual loan accounting report (in electronic
        format) shall be received by the Trust Administrator no later than the Reporting
        Date, which report shall contain the following:

       

      (i) with
        respect to each Scheduled Payment, the amount of such remittance allocable
        to
        principal (including a separate breakdown of any Principal Prepayment, including
        the date of such prepayment, and any Prepayment Premiums, along with a detailed
        report of interest on principal prepayment amounts remitted in accordance
        with
        Section 3.25);

       

      (ii) with
        respect to each Scheduled Payment, the amount of such remittance allocable
        to
        interest;

       

      (iii) the
        amount of servicing compensation received by the Servicer during the prior
        distribution period;

       

      (iv) the
        individual and aggregate Stated Principal Balance of the Mortgage
        Loans;

       

      (v) the
        aggregate of any expenses reimbursed to the Servicer during the prior
        distribution period pursuant to Section 3.11;

       

      (vi) the
        number and aggregate outstanding principal balances of Mortgage Loans (not
        including liquidated Mortgage Loans as of the end of the Prepayment Period)
        (a) delinquent (1) 31 to 60 days, (2) 61 to 90 days, or
        (3) 91 days or more; (b) as to which foreclosure has commenced; and
        (c) as to which REO Property has been acquired;

       

      (vii) each
        Mortgage Loan which has been altered, modified or varied during such month,
        and
        the reason for such modification (i.e., extension of maturity date, Mortgage
        Interest Rate);

       

      (viii) with
        respect to each Mortgage Loan, the amount of any Realized Losses for such
        Mortgage Loan; and

       

      (ix) any
        other
        information reasonably required by the Trust Administrator to enable it to
        prepare the monthly statement referred to in Section 4.03(a).

       

      Section
        4.04. Certain
        Matters Relating to the Determination of LIBOR. 

       

      Until
        all
        of the LIBOR
        Certificates
        are
        paid in full, the Trust Administrator will at all times retain at least four
        Reference Banks for the purpose of determining LIBOR with respect to each
        LIBOR
        Determination Date. The Trust Administrator initially shall designate the
        Reference Banks (after consultation with the Depositor). Each “Reference Bank”
shall be a leading bank engaged in transactions in Eurodollar deposits in
        the
        international Eurocurrency market, shall not control, be controlled by, or
        be
        under common control with, the Trust Administrator and shall have an established
        place of business in London. If any such Reference Bank should be unwilling
        or
        unable to act as such or if the Trust Administrator should terminate its
        appointment as Reference Bank, the Trust Administrator shall promptly appoint
        or
        cause to be appointed another Reference Bank (after consultation with the
        Depositor). The Trust Administrator shall have no liability or responsibility
        to
        any Person for (i) the selection of any Reference Bank for purposes of
        determining LIBOR or (ii) any inability to retain at least four Reference
        Banks which is caused by circumstances beyond its reasonable
        control.

       

      The
        Pass-Through Rate for each Class of LIBOR
        Certificates
        for
        each Accrual Period shall be determined by the Trust Administrator on each
        LIBOR
        Determination Date so long as the LIBOR
        Certificates
        are
        outstanding on the basis of LIBOR and the respective formulae appearing in
        footnotes corresponding to the LIBOR
        Certificates
        in the
        table relating to the Certificates in the Preliminary Statement. The Trust
        Administrator shall not have any liability or responsibility to any Person
        for
        its inability, following a good-faith reasonable effort, to obtain quotations
        from the Reference Banks or to determine the arithmetic mean referred to
        in the
        definition of LIBOR, all as provided for in this Section 4.04 and the
        definition of LIBOR. The establishment of LIBOR and each Pass-Through Rate
        for
        the LIBOR
        Certificates
        by the
        Trust Administrator shall (in the absence of manifest error) be final,
        conclusive and binding upon each Holder of a Certificate and the
        Trustee.

       

      Section
        4.05. Allocation
        of Realized Loss Amounts. 

       

      Any
        Allocated Realized Loss Amounts will be allocated to the most junior Class
        of
        Subordinate Certificates then outstanding in reduction of the Class Certificate
        Balance thereof. In the event Allocated Realized Loss Amounts are allocated
        to
        any Class of Subordinate Certificates, their Class Principal Balances shall
        be permanently reduced by the amount so allocated, and no funds will be
        distributable (except to the extent of Subsequent Recoveries and as provided
        in
        Section 4.02(a)(iii) herein) with respect to the written down amounts (including
        without limitation Net WAC Rate Carryover Amounts) or with respect to interest
        on the written down amounts on that Distribution Date or any future Distribution
        Dates, even if funds are otherwise available for distribution. 

       

      Section
        4.06. Compliance
        with Withholding Requirements.

       

      Notwithstanding
        any other provision of this Agreement, the Trustee and the Trust Administrator
        shall comply with all federal withholding requirements respecting payments
        to
        Certificateholders of interest or original issue discount that the Trust
        Administrator reasonably believes are applicable under the Code. The consent
        of
        Certificateholders shall not be required for such withholding. In the event
        the
        Trust Administrator does withhold any amount from interest or original issue
        discount payments or advances thereof to any Certificateholder pursuant to
        federal withholding requirements, the Trust Administrator shall indicate
        the
        amount withheld to such Certificateholders.

       

      Section
        4.07. 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 4.07(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 R (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 4.07(a)(vi). Promptly (but no later than
        one
        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 4.07(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 4.07(a)(ii) related to the
        timely
        preparation, execution and filing of Form 10-D is also contingent upon the
        Servicer, the Custodian 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 any 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 4.07(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
        4.07(a)(vi). Promptly (but no later than one 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 the Trust Administrator.
        The
        parties to this Agreement acknowledge that the performance by the Master
        Servicer and the Trust Administrator of its duties under this Section
        4.07(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 4.07(a)(iii). The Depositor
        acknowledges that the performance by the Master Servicer and the Trust
        Administrator of its duties under this Section 4.07(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)
        Within 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 an annual report on 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 3.22 of this 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 3.23 of this 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 for each Reporting Servicer as
        described under Section 3.23 of this Agreement, and (B) if any registered
        public
        accounting firm attestation report described under Section 3.23 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 the disclosure
        or
        information specified in items (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 4.07(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) and the Depositor, to the extent known, in
        EDGAR-compatible form, or in such other form 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.
        No
        later than 12:00 noon New York City time on the fourth Business Day prior
        to the
        10-K Filing Deadline, a senior officer of the Servicer shall sign the Form
        10-K
        and return such signed Form 10-K to the Trust Administrator. 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
        4.07(a)(vi). Promptly (but no later than one Business Day) after filing with
        the
        Commission, the Trust Administrator will make available on its internet website
        (located at www.ctslink.com)
        a final
        executed copy of each Form 10-K filed by the Trust Administrator. The parties
        to
        this Agreement acknowledge that the performance by the Master Servicer, the
        Servicer and the Trust Administrator of its duties under Section 4.07(a)(iv)
        and
        Section 4.07(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
        3.22
        and Section 3.23. The Depositor acknowledges that the performance by the
        Master
        Servicer and the Trust Administrator of its duties under this Section
        4.07(a)(iv) related to the timely preparation, execution and filing of Form
        10-K
        is also contingent upon the Servicer, the Custodian 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 (each, 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 Fremont shall serve as the
        Certifying Person on behalf of the Trust. Such officer of the Certifying
        Person
        can be contacted by e-mail at Rnicolas@fmtinv.com
        or by
        facsimile at (714) 431-1460. In the event that the Master Servicer, the Trust
        Administrator, the Trustee or any Sub-servicer or Subcontractor engaged by
        any
        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
        4.07(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 4.07(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 becomes aware that it will be 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-DA and Form
        10-KA
        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-KA, Form 10-DA or Form 10-KA. 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. Any amendment to Form 10-K shall be
        signed by the Servicer. The parties to this Agreement acknowledge that the
        performance by the Master Servicer, the Servicer and the Trust Administrator
        of
        its duties under this Section 4.07(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 or on behalf of 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
        4.07; 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 4.07
        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 4.07 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 3.22 and Section 3.23.

       

      (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 4.07 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 3.22 or the Assessment of Compliance delivered by the
        Master
        Servicer pursuant to Section 3.23.

       

      (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 3.22, Section 3.23 or Section 4.07, 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
        3.22, 3.23 or 4.07, 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 3.22, 3.23 and 4.07 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) [RESERVED.]

       

      (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 4.07 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 4.07(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 4.07 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 Section 4.07, 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
        4.08. REMIC
        Distributions and Allocation of Losses. 

       

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

       

      (1) to
        Holders of REMIC I Regular Interest I and each of REMIC I Regular
        Interest I-1-A through I-48-B, pro
        rata,
        in an
        amount equal to (A) Uncertificated Accrued Interest for such REMIC I
        Regular Interests for such Distribution Date, plus (B) any amounts payable
        in
        respect thereof remaining unpaid from previous Distribution Dates.

       

      (2) to
        the
        extent of amounts remaining after the distributions made pursuant to clause
        (1)
        above, payments of principal shall be allocated as follows: first, to
        REMIC I Regular Interest I, then to REMIC I Regular Interests I-1-A
        through I-48-B starting with the lowest numerical denomination until the
        Uncertificated Balance of each such REMIC I Regular Interest is reduced to
        zero, provided that, for REMIC I Regular Interests with the same numerical
        denomination, such payments of principal shall be allocated pro
        rata
        between
        such REMIC I Regular Interests, and second, to the extent of the product of
        (a) any Overcollateralization Release Amounts multiplied by (b) a fraction,
        the
        numerator of which is the aggregate Stated Principal Balance of the Group
        1
        Mortgage Loans and the denominator of which is the aggregate Stated Principal
        Balance of the Mortgage Loans, to REMIC I Regular Interest I until the
        Uncertificated Balance of such REMIC I Regular Interest is reduced to zero,
        then to REMIC I Regular Interests I-1-A through I-48-B starting with the
        lowest numerical denomination until the Uncertificated Balance of each such
        REMIC I Regular Interest is reduced to zero; and

       

      (3) to
        the
        Holders of REMIC I Regular Interest LTP, all amounts representing
        Prepayment Premiums in respect of the Mortgage Loans received during the
        related
        Prepayment Period. 

       

      (b) On
        each
        Distribution Date, the following amounts, in the following order of priority,
        shall be distributed by REMIC II to REMIC III on account of the
        REMIC II Regular Interests and distributed to the Holders of the Class R
        Certificates (in respect of the Class R-II Interest), as the case may
        be:

       

      (i) first,
        to
        the Holders of REMIC II Regular Interest LTIO, in an amount equal to (A)
        Uncertificated Accrued Interest for such REMIC II Regular Interest for such
        Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
        from
        previous Distribution Dates and second, to the extent of the Available Funds
        remaining after the distributions pursuant to clause (A), to the Holders
        of
        REMIC II Regular Interest LTAA, REMIC II Regular Interest LT1A1,
        REMIC II Regular Interest LT1A2, REMIC II Regular Interest LT2A1,
        REMIC II Regular Interest LT2A2, REMIC II Regular Interest LT2A3,
        REMIC II Regular Interest LT2A4, REMIC II Regular Interest LTM-1,
        REMIC II Regular Interest LTM-2, REMIC II Regular Interest LTM-3,
        REMIC II Regular Interest LTM-4, REMIC II Regular Interest LTM-5,
        REMIC II Regular Interest LTM-6, REMIC II Regular Interest LTM-7,
        REMIC II Regular Interest LTM-8, REMIC II Regular Interest LTM-9,
        REMIC II Regular Interest LTM-10 and REMIC II Regular Interest LTZZ,
pro
        rata,
        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 II Regular Interest LTZZ shall be reduced and deferred
        when the REMIC II Overcollateralized Amount is less than the REMIC II
        Overcollateralization Target Amount, by the lesser of (x) the amount of such
        difference and (y) the Maximum LTZZ Uncertificated Accrued Interest Deferral
        Amount and such amount shall be payable to the Holders of REMIC II Regular
        Interest LT1A1, REMIC II Regular Interest LT2A1, REMIC II Regular
        Interest LT2A2, REMIC II Regular Interest LT2A3, REMIC II Regular
        Interest LT2A4, REMIC II Regular Interest LTM-1, REMIC II Regular
        Interest LTM-2, REMIC II Regular Interest LTM-3, REMIC II Regular
        Interest LTM-4, REMIC II Regular Interest LTM-5, REMIC II Regular
        Interest LTM-6, REMIC II Regular Interest LTM-7, REMIC II Regular
        Interest LTM-8, REMIC II Regular Interest LTM-9, REMIC II Regular
        Interest LTB1, REMIC II Regular Interest LTB2, REMIC II Regular
        Interest LTB3 and REMIC II Regular Interest LTB4 in the same proportion as
        the Overcollateralization Deficiency Amount is allocated to the Corresponding
        Certificates and the Uncertificated Balance of the REMIC II Regular
        Interest LTZZ shall be increased by such amount;

       

      (ii) to
        the
        Holders of REMIC II 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 (other than amounts payable under clause (c) below), to the
        Holders of REMIC II Regular Interest LTAA and REMIC II Regular
        Interest LTP, until the Uncertificated Balance of such REMIC II Regular
        Interest is reduced to zero, provided, however, that REMIC II Regular
        Interest LTP shall not be reduced until the Distribution Date immediately
        following the expiration of the latest Prepayment Premium or any Distribution
        Date thereafter, at which point such amount shall be distributed to
        REMIC II Regular Interest LTP, until $100 has been distributed pursuant to
        this clause;

       

      (b) 2.00%
        of
        such remainder (other than amounts payable under clause (c) below) first,
        to the
        Holders of REMIC II Regular Interest LT1A1, REMIC II Regular Interest
        LT1A2, REMIC II Regular Interest LT2A1, REMIC II Regular Interest
        LT2A2, REMIC II Regular Interest LT2A3, REMIC II Regular Interest
        LT2A4, REMIC II Regular Interest LTM-1, REMIC II Regular Interest
        LTM-2, REMIC II Regular Interest LTM-3, REMIC II Regular Interest
        LTM-4, REMIC II Regular Interest LTM-5, REMIC II Regular Interest
        LTM-6, REMIC II Regular Interest LTM-7, REMIC II Regular Interest
        LTM-8, REMIC II Regular Interest LTM-9 and REMIC II Regular Interest
        LTM-10, 1.00% and in the same proportion as principal payments are allocated
        to
        the Corresponding Certificates, until the Uncertificated Balances of such
        REMIC II Regular Interests are reduced to zero and second, to the Holders
        of REMIC II Regular Interest LTZZ, until the Uncertificated Balance of such
        REMIC II 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-II 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
        the Holders of (i) REMIC II Regular Interest LTAA and REMIC II Regular
        Interest LTP, in that order and (ii) REMIC II Regular Interest LTZZ,
        respectively; provided that REMIC II Regular Interest LTP shall not be
        reduced until the Distribution Date immediately following the expiration
        of the
        latest Prepayment Premium or any Distribution Date thereafter, at which point
        such amount shall be distributed to REMIC II Regular Interest LTP, until
        $100 has been distributed pursuant to this clause; and

      


      On
        each
        Distribution Date, 100% of the amounts distributed on REMIC II Regular
        Interest LTIO shall be deemed distributed by REMIC II to REMIC III in
        respect of the Class SWAP-IO Interest. On each Distribution Date, 100% of
        the
        amounts distributed on the Class SWAP-IO Interest shall be deemed distributed
        by
        REMIC III to REMIC VI in respect of REMIC VI Regular Interest
        Swap IO. Such amounts shall be deemed distributed by REMIC VI to the Swap
        Administrator for deposit into the Swap Account.

       

      (c) The
        Trust
        Administrator shall cause the following allocation of losses:

       

      (i)(a) For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC Regular Interests for any Distribution Date, the aggregate amount of
        any
        Prepayment Interest Shortfalls (to the extent not covered by payments by
        the
        Master Servicer pursuant to Section 3A.12) and any Relief Act Interest
        Shortfalls incurred in respect of the Mortgage Loans shall be allocated first,
        to REMIC I Regular Interest I and to the REMIC I 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 I Pass-Through Rates on the respective Uncertificated
        Balances of each such REMIC I Regular Interest, and then, to REMIC I
        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 I Pass-Through Rates on the respective Uncertificated Balances of
        each such REMIC I Regular Interest.

       

      (b) For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC II Regular Interests for any Distribution Date:

       

      (1) The
        aggregate amount of any Prepayment Interest Shortfalls (to the extent not
        covered by payments by the Master Servicer pursuant to Section 3A.12) and
        any
        Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
        for any
        Distribution Date shall be allocated among REMIC II
        Regular Interest LT1A1, REMIC II Regular Interest LT2A1, REMIC II
        Regular Interest LT1A2, REMIC II Regular Interest LT2A2, REMIC II
        Regular Interest LT2A3, REMIC II Regular Interest LT2A4, REMIC II
        Regular Interest LTM-1, REMIC II Regular Interest LTM-2, REMIC II
        Regular Interest LTM-3, REMIC II Regular Interest LTM-4, REMIC II
        Regular Interest LTM-5, REMIC II Regular Interest LTM-6, REMIC II
        Regular Interest LTM-7, REMIC II Regular Interest LTM-8, REMIC II
        Regular Interest LTM-9, REMIC II Regular Interest LTM-10 and REMIC II
        Regular Interest LTZZ
        and
        REMIC II Regular Interest LTP, on a pro
        rata
        basis,
        based on, and to the extent of, one month’s interest at the then applicable
        respective Uncertificated REMIC II Pass-Through Rates on the respective
        Uncertificated Balances of each such REMIC II Regular Interest;
        and

       

      (ii)(a)
        All Realized Losses on the Mortgage Loans shall be allocated on each
        Distribution Date first, to REMIC I Regular Interest I until the
        Uncertificated Balance of such REMIC I Regular Interest has been reduced to
        zero and second, to REMIC I Regular Interest I-1-A through REMIC I
        Regular Interest I-48-B, starting with the lowest numerical denomination
        until
        such REMIC I Regular Interest has been reduced to zero, provided that, for
        REMIC I Regular Interests with the same numerical denomination, such
        Realized Losses shall be allocated pro
        rata
        between
        such REMIC I Regular Interests.

       

      (b)
        All
        Realized Losses on the Mortgage Loans shall be allocated by the Trust
        Administrator on each Distribution Date to the following REMIC II Regular
        Interests in the specified percentages, as follows: first, to Uncertificated
        Accrued Interest payable to the REMIC II Regular Interest LTAA and
        REMIC II Regular Interest LTZZ up to an aggregate amount equal to the
        REMIC II Interest Loss Allocation Amount, 98% and 2%, respectively; second,
        to the Uncertificated Balances of the REMIC II Regular Interest LTAA and
        REMIC II Regular Interest LTZZ up to an aggregate amount equal to the
        REMIC II Principal Loss Allocation Amount, 98% and 2%, respectively; third,
        to the Uncertificated Balances of REMIC II Regular Interest LTAA, and in
        reverse order of seniority REMIC II Regular Interest LTM-10 through
        REMIC II Regular Interest LTM-1, and REMIC II Regular Interest LTZZ,
        98%, 1% and 1%, respectively, until the Uncertificated Balance of each
        REMIC II Regular Interest has been reduced to zero.

       

      (d) On
        each
        Distribution Date, all amounts representing Prepayment Premiums will be
        distributed to REMIC II Regular Interest LTP and from REMIC II Regular
        Interest LTP to the holder of the Class P Interest. Such amounts shall not
        reduce the Uncertificated Balance of the Class P Interest.

       

      (e) All
        distributions in respect of the Class C Certificates and the Class P
        Certificates shall be treated as having been made first from REMIC II to
        the Corresponding Class of REMIC III Uncertificated Regular Interest and
        then to the Class C Certificates and Class P Certificates by REMIC IV and
        REMIC V, respectively. Any remaining amounts from either REMIC IV or
        REMIC V shall be distributed to the Class R-X-IV Interest or the Class
        R-X-V Interest, respectively.

       

      (f) Notwithstanding
        anything to the contrary contained herein, the above distributions in this
        Section 4.08 (other than on the Certificates) are deemed distributions, and
        distributions of funds from the Distribution Account shall be made only in
        accordance with Sections 4.01 and 4.02 hereof.

       

      (g) 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. 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. 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
        their acceptance of their Certificates, and the Master Servicer hereby agree
        and
        no further consent shall be necessary, notwithstanding anything to the contrary
        in this Pooling and Servicing Agreement.

       

      ARTICLE
        V

      THE
        CERTIFICATES

       

      Section
        5.01. The
        Certificates.

       

      The
        Certificates shall be substantially in the forms attached hereto as exhibits.
        The Certificates shall be issuable in registered form, in the minimum
        denominations, integral multiples in excess thereof (except that one Certificate
        in each Class may be issued in a different amount which must be in excess
        of the
        applicable minimum denomination) and aggregate denominations per Class set
        forth in the Preliminary Statement.

       

      The
        Depositor hereby directs the Trust Administrator to register the Class C
        Certificates and the Class P Certificates in the name of Fremont or its
        designee. Pursuant to written direction by Fremont on the date specified
        thereon, the Trust Administrator shall transfer the Class C Certificates
        and the
        Class P Certificates as follows: “Wells Fargo Bank, N.A., as Indenture
        Trustee on behalf of the Noteholders of the Fremont NIM Trust 2006-A”, and
        deliver such Class C Certificates and Class P Certificates to Wells Fargo
        Bank,
        N.A., as indenture trustee of the NIM Trust.

       

      Subject
        to Section 9.02 respecting the final distribution on the Certificates, on
        each Distribution Date the Trust Administrator shall make distributions to
        each
        Certificateholder of record on the preceding Record Date either (x) by wire
        transfer in immediately available funds to the account of such holder at
        a bank
        or other entity having appropriate facilities therefor as directed by that
        Certificateholder by written wire instructions provided to the Trust
        Administrator or (y), in the event that no wire instructions are provided
        to the
        Trust Administrator, by check mailed by first class mail to such
        Certificateholder at the address of such holder appearing in the Certificate
        Register.

       

      The
        Certificates shall be executed by manual or facsimile signature on behalf
        of the
        Trust Administrator by an authorized officer. Certificates bearing the manual
        or
        facsimile signatures of individuals who were, at the time such signatures
        were
        affixed, authorized to sign on behalf of the Trust Administrator shall bind
        the
        Trust Administrator, notwithstanding that such individuals or any of them
        have
        ceased to be so authorized prior to the countersignature and delivery of
        any
        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 countersigned by the Trust Administrator by
        manual
        signature, and such countersignature upon any Certificate shall be conclusive
        evidence, and the only evidence, that such Certificate has been duly executed
        and delivered hereunder. All Certificates shall be dated the date of their
        countersignature. On the Closing Date, the Trust Administrator shall countersign
        the Certificates to be issued at the direction of the Depositor, or any
        affiliate thereof.

       

      The
        Depositor shall provide, or cause to be provided, to the Trust Administrator
        on
        a continuous basis, an adequate inventory of Certificates to facilitate
        transfers.

       

      Section
        5.02. Certificate
        Register; Registration of Transfer and Exchange of Certificates.

       

      (a) The
        Trust
        Administrator shall maintain, or cause to be maintained in accordance with
        the
        provisions of Section 5.06, a Certificate Register for the Trust Fund in
        which, subject to the provisions of subsections (b) and (c) below and to
        such reasonable regulations as it may prescribe, the Trust Administrator
        shall
        provide for the registration of Certificates and of transfers and exchanges
        of
        Certificates as herein provided. Upon surrender for registration of transfer
        of
        any Certificate, the Trust Administrator shall execute and deliver, in the
        name
        of the designated transferee or transferees, one or more new Certificates
        of the
        same Class and aggregate Percentage Interest.

       

      At
        the
        option of a Certificateholder, Certificates may be exchanged for other
        Certificates of the same Class in authorized denominations and evidencing
        the
        same aggregate Percentage Interest upon surrender of the Certificates to
        be
        exchanged at the office or agency of the Trust Administrator. Whenever any
        Certificates are so surrendered for exchange, the Trust Administrator shall
        execute, 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 be accompanied
        by a
        written instrument of transfer in form satisfactory to the Trust Administrator
        duly executed by the holder thereof or his attorney duly authorized in writing.
        In the event the Depositor or an Affiliate transfers the Class C Certificates,
        or a portion thereof, to another Affiliate, it shall notify the Trust
        Administrator in writing of the affiliated status of the transferee. The
        Trust
        Administrator shall have no liability regarding the lack of notice with respect
        thereto.

       

      No
        service charge to the Certificateholders shall be made for any registration
        of
        transfer or exchange of Certificates, but 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 may be required.

       

      All
        Certificates surrendered for registration of transfer or exchange shall be
        cancelled and subsequently destroyed by the Trust Administrator in accordance
        with the Trust Administrator’s customary procedures.

       

      (b) No
        transfer of a Private Certificate shall be made unless such transfer is made
        pursuant to an effective registration statement under the Securities Act
        and any
        applicable state securities laws or is exempt from the registration requirements
        under said Act and such state securities laws. Except with respect to the
        initial transfer of the Class C and Class P Certificates to the NIM Trust
        or, in connection with the ultimate dissolution of the NIM Trust, the transfer
        of such Certificates from the NIM Trust to the Depositor, in the event that
        a
        transfer of a Private Certificate which is a Physical Certificate is to be
        made
        in reliance upon an exemption from the Securities Act and such laws, in order
        to
        assure compliance with the Securities Act and such laws, the Certificateholder
        desiring to effect such transfer shall certify to the Trust Administrator
        in
        writing the facts surrounding the transfer in substantially the form set
        forth
        in Exhibit H (the “Transferor Certificate”) and either (i) there shall
        be delivered to the Trust Administrator a letter in substantially the form
        of
        Exhibit I (the “Rule 144A Letter”) or (ii) in the case of the
        Class C Certificates, there shall be delivered to the Trustee and the Trust
        Administrator at the expense of the transferor an Opinion of Counsel that
        such
        transfer may be made without registration under the Securities Act. In the
        event
        that a transfer of a Private Certificate which is a Book-Entry Certificate
        is to
        be made in reliance upon an exemption from the Securities Act and such laws,
        in
        order to assure compliance with the Securities Act and such laws, the
        Certificateholder desiring to effect such transfer will be deemed to have
        made
        as of the transfer date each of the certifications set forth in the Transferor
        Certificate in respect of such Certificate and the transferee will be deemed
        to
        have made as of the transfer date each of the certifications set forth in
        the
        Rule 144A Letter in respect of such Certificate, in each case as if such
        Certificate were evidenced by a Physical Certificate. The Depositor shall
        provide to any Holder of a Private Certificate and any prospective transferee
        designated by any such Holder, information regarding the related Certificates
        and the Mortgage Loans and such other information as shall be necessary to
        satisfy the condition to eligibility set forth in Rule 144A(d)(4) for
        transfer of any such Certificate without registration thereof under the
        Securities Act pursuant to the registration exemption provided by
        Rule 144A. The Trustee, the Trust Administrator, the Master Servicer and
        the Servicer shall cooperate with the Depositor in providing the Rule 144A
        information referenced in the preceding sentence, including providing to
        the
        Depositor such information regarding the Certificates, the Mortgage Loans
        and
        other matters regarding the Trust Fund as the Depositor shall reasonably
        request
        to meet its obligation under the preceding sentence. Each Holder of a Private
        Certificate desiring to effect such transfer shall, and does hereby agree
        to,
        indemnify the Trustee, the Trust Administrator, the Master Servicer, the
        Depositor and the Servicer 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.

       

      Except
        with respect to either the initial transfer of the Class C and Class P
        Certificates to the NIM Trust or, in connection with the ultimate dissolution
        of
        the NIM Trust, the transfer of such Certificates from the NIM Trust to the
        Depositor, no transfer of an ERISA-Restricted Certificate shall be made unless
        the Trust Administrator shall have received either (i) a representation
        from the transferee of such Certificate acceptable to and in form and substance
        satisfactory to the Trust Administrator (in the event such Certificate is
        a
        Private Certificate or a Residual Certificate, such requirement is satisfied
        only by the Trust Administrator’s receipt of a representation letter from the
        transferee substantially in the form of Exhibit I), to the effect that such
        transferee is not an employee benefit plan or arrangement subject to Title
        I of
        ERISA or to Section 4975 of the Code or any federal, state or local laws
        that are substantially similar to the provisions of ERISA and the Code (“Similar
        Law”) (collectively, a “Plan”) or a person acting for, on behalf of or with the
        assets of, any such Plan, or (ii) in the case of an ERISA-Restricted
        Certificate (other than a Residual Certificate) presented for registration
        in
        the name of a Plan or a person acting for, on behalf of or with the assets
        of,
        any such Plan, an Opinion of Counsel satisfactory to the Trustee, the Trust
        Administrator and the Servicer, which Opinion of Counsel shall not be an
        expense
        of the Depositor, the Trustee, the Trust Administrator, the Master Servicer,
        the
        Servicer, the Swap Administrator or the Trust Fund, upon which the Depositor,
        the Trustee, the Master Servicer and the Servicer shall be entitled to rely,
        to
        the effect that the purchase or holding of such ERISA-Restricted Certificate
        (i)
        is permissible under applicable law, (ii) will not result in a non-exempt
        prohibited transacion under Title I of ERISA, Section 4975 of the Code or
        Similar Law and (iii) will not subject the Depositor, the Trustee, the Trust
        Administrator, the Swap Administrator, the Master Servicer or the Servicer
        to
        any obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken by such entities
        in
        this Agreement. For purposes of clause (i) above, with respect to an
        ERISA-Restricted Certificate that is a book-entry Certificate, in the event
        the
        representation letter referred to above is not furnished, such representation
        shall be deemed to have been made to the Trustee and the Trust Administrator
        by
        the transferee’s (including an initial acquirer’s) acceptance of the
        ERISA-Restricted Certificates. In the event that such representation is
        violated, or any attempt to transfer to a Plan or a person acting for, on
        behalf
        of or with the assets of, any such plan or arrangement, without such Opinion
        of
        Counsel, such attempted transfer or acquisition shall be void and of no
        effect.

       

      To
        the
        extent permitted under applicable law (including, but not limited to, ERISA),
        the Trust Administrator shall be under no liability to any Person for any
        registration or transfer of any ERISA-Restricted Certificate that is in fact
        not
        permitted by this Section 5.02(b) or for making any payments due on such
        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 transfer
        was
        registered by the Trust Administrator in accordance with the foregoing
        requirements.

       

      (c) 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 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
        Ownership Interest in a Residual Certificate may be registered on the Closing
        Date or thereafter transferred, and the Trust Administrator shall not register
        the Transfer of any Residual Certificate unless, in addition to the certificates
        required to be delivered to the Trust Administrator under subparagraph (b)
        above, the Trust Administrator shall have been furnished with an affidavit
        (a
“Transfer Affidavit”) of the initial owner or the proposed transferee
        substantially in the form attached hereto as Exhibit G;

       

      (iii) Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall agree (A) to obtain a Transfer Affidavit from any other Person to
        whom such Person attempts to Transfer its Ownership Interest in a Residual
        Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
        such Person is acting as nominee, trustee or agent in connection with any
        Transfer of a Residual Certificate and (C) not to Transfer its Ownership
        Interest in a Residual Certificate or to cause the Transfer of an Ownership
        Interest in a Residual Certificate to any other Person if it has actual
        knowledge that such Person is not a Permitted Transferee;

       

      (iv) Any
        attempted or purported Transfer of any Ownership Interest in a Residual
        Certificate in violation of the provisions of this Section 5.02(c) shall be
        absolutely null and void and shall vest no rights in the purported Transferee.
        If any purported transferee shall become a Holder of a Residual Certificate
        in
        violation of the provisions of this Section 5.02(c), then the last
        preceding Permitted Transferee shall 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 Section 5.02(b) and this Section 5.02(c) or for making
        any payments due on such 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 Transfer was registered after receipt of the related Transfer
        Affidavit, Transferor Certificate and the Rule 144A Letter. The Trust
        Administrator shall be entitled but not obligated to recover from any Holder
        of
        a Residual Certificate that was in fact not a Permitted Transferee at the
        time
        it became a Holder or, at such subsequent time as it became other than a
        Permitted Transferee, all payments made on such Residual Certificate at and
        after either such time. Any such payments so recovered by the Trust
        Administrator shall be paid and delivered by the Trust Administrator, to
        the
        last preceding Permitted Transferee of such Certificate; and

       

      (v) The
        Depositor shall use its best efforts to make available, upon receipt of written
        request from the Trust Administrator, all information necessary to compute
        any
        tax imposed under Section 860E(e) of the Code as a result of a Transfer of
        an Ownership Interest in a Residual Certificate to any Holder who is not
        a
        Permitted Transferee.

       

      The
        restrictions on Transfers of a Residual Certificate set forth in this
        Section 5.02(c) shall cease to apply (and the applicable portions of the
        legend on a Residual Certificate may be deleted) with respect to Transfers
        occurring after delivery to the Trust Administrator of an Opinion of Counsel,
        which Opinion of Counsel shall not be an expense of the Trust Fund, the Trustee,
        the Trust Administrator, the Master Servicer, the Originator or the Servicer,
        to
        the effect that the elimination of such restrictions will not cause any Trust
        REMIC to fail to qualify as a REMIC at any time that the Certificates are
        outstanding or result in the imposition of any tax on the Trust Fund, a
        Certificateholder or another Person. Each Person holding or acquiring any
        Ownership Interest in a Residual Certificate hereby consents to any amendment
        of
        this Agreement which, based on an Opinion of Counsel furnished to the Trust
        Administrator, is reasonably necessary (a) to ensure that the record
        ownership of, or any beneficial interest in, a Residual Certificate is not
        transferred, directly or indirectly, to a Person that is not a Permitted
        Transferee and (b) to provide for a means to compel the Transfer of a
        Residual Certificate which is held by a Person that is not a Permitted
        Transferee to a Holder that is a Permitted Transferee.

       

      (d) The
        preparation and delivery of all certificates and opinions referred to above
        in
        this Section 5.02 in connection with transfer shall be at the expense of
        the parties to such transfers.

       

      (e) Except
        as
        provided 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 the 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 Book-Entry Certificates;
        (iii) ownership and transfers of registration of the Book-Entry
        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 Trust Administrator shall deal with the Depository, Depository
        Participants and indirect participating firms as representatives of the
        Certificate Owners of the Book-Entry Certificates for purposes of exercising
        the
        rights of holders under this Agreement, and requests and directions for and
        votes of such representatives shall not be deemed to be inconsistent if they
        are
        made with respect to different Certificate Owners; and (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.

       

      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 Owner. Each Depository Participant
        shall only transfer Book-Entry Certificates of Certificate Owners it represents
        or of brokerage firms for which it acts as agent in accordance with the
        Depository’s normal procedures.

       

      If
        (i) the Depository or the Depositor advises the Trust Administrator in
        writing that the Depository is no longer willing or able to properly discharge
        its responsibilities as Depository, and (ii) the Trust Administrator or the
        Depositor is unable to locate a qualified successor, the Trust Administrator
        shall notify all Certificate Owners, through the Depository, of the occurrence
        of any such event and of the availability of definitive, fully-registered
        Certificates (the “Definitive Certificates”) to Certificate Owners requesting
        the same. Upon surrender to the Trust Administrator of the related Class
        of
        Certificates by the Depository, accompanied by the instructions from the
        Depository for registration, the Trust Administrator shall issue the Definitive
        Certificates. None of the Servicer, the Master Servicer, the Trust
        Administrator, the Depositor or the Trustee shall be liable for any delay
        in
        delivery of such instruction and each may conclusively rely on, and shall
        be
        protected in relying on, such instructions. The Depositor shall provide the
        Trust Administrator with an adequate inventory of Certificates to facilitate
        the
        issuance and transfer of Definitive Certificates. Upon the issuance of
        Definitive Certificates all references herein to obligations imposed upon
        or to
        be performed by the Depository shall be deemed to be imposed upon and performed
        by the Trust Administrator, to the extent applicable with respect to such
        Definitive Certificates and the Trust Administrator shall recognize the Holders
        of the Definitive Certificates as Certificateholders hereunder; provided,
        that
        the Trust Administrator shall not by virtue of its assumption of such
        obligations become liable to any party for any act or failure to act of the
        Depository.

       

      (f) Each
        Private Certificate presented or surrendered for registration of transfer
        or
        exchange shall be accompanied by a written instrument of transfer and
        accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments)
        or W-9 in form satisfactory to the Trust Administrator and the Certificate
        Registrar, duly executed by the Certificateholder or his attorney duly
        authorized in writing. Each Certificate presented or surrendered for
        registration of transfer or exchange shall be canceled and subsequently disposed
        of by the Certificate Registrar in accordance with its customary practice.
        No
        service charge shall be made for any registration of transfer or exchange
        of
        Private Certificates, but the Trust Administrator or 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 Private
        Certificates.

       

      Section
        5.03. Mutilated,
        Destroyed, Lost or Stolen Certificates.

       

      If
        (a) any mutilated Certificate is surrendered to the Trust Administrator, or
        the Trust Administrator receives evidence to its satisfaction of the
        destruction, loss or theft of any Certificate and (b) there is delivered to
        the Depositor, the Servicer and the Trust Administrator such security or
        indemnity as may be required by them to hold each of them harmless, then,
        in the
        absence of notice to the Trust Administrator that such Certificate has been
        acquired by a protected purchaser, the Trust Administrator shall execute,
        countersign and deliver, in exchange for or in lieu of any such mutilated,
        destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor
        and Percentage Interest. In connection with the issuance of any new Certificate
        under this Section 5.03, the Trust Administrator 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 Trust Administrator) connected therewith. Any replacement
        Certificate issued pursuant to this Section 5.03 shall constitute complete
        and indefeasible evidence of ownership, 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 Master Servicer, the Swap Administrator, the Trust Administrator,
        the Trustee, the Depositor and any agent of the Servicer, the Master Servicer,
        the Swap Administrator, the Trust Administrator, the Depositor or the Trustee
        may treat the Person in whose name any Certificate is registered as the owner
        of
        such Certificate for the purpose of receiving distributions as provided in
        this
        Agreement and for all other purposes whatsoever, and none of the Servicer,
        the
        Trustee, the Depositor or any agent of the Servicer, the Master Servicer,
        the
        Swap Administrator, the Trust Administrator, the Depositor or the Trustee
        shall
        be affected by any notice to the contrary.

       

      Section
        5.05. Access
        to List of Certificateholders’ Names and Addresses.

       

      If
        three
        or more Certificateholders (a) request such information in writing from the
        Trust Administrator, (b) state that such Certificateholders desire to
        communicate with other Certificateholders with respect to their rights under
        this Agreement or under the Certificates, and (c) provide a copy of the
        communication which such Certificateholders propose to transmit, or if the
        Depositor or the Servicer shall request such information in writing from
        the
        Trust Administrator, then the Trust Administrator shall, within ten Business
        Days after the receipt of such request, provide the Depositor, the Servicer
        or
        such Certificateholders at such recipients’ expense the most recent list of the
        Certificateholders of such Trust Fund held by the Trust Administrator, if
        any.
        The Depositor and every Certificateholder, by receiving and holding a
        Certificate, agree that the Trust Administrator shall not be held accountable
        by
        reason of the disclosure of any such information as to the list of the
        Certificateholders hereunder, regardless of the source from which such
        information was derived.

       

      Section
        5.06. Maintenance
        of Office or Agency.

       

      The
        Trust
        Administrator will maintain or cause to be maintained at its expense an office
        or offices or agency or agencies in Minneapolis, Minnesota where Certificates
        may be surrendered for registration of transfer or exchange. The Trust
        Administrator initially designates its offices located at Sixth Street and
        Marquette Avenue, Minneapolis, Minnesota 55479 for such purposes. The Trust
        Administrator will give prompt written notice to the Certificateholders of
        any
        change in such location of any such office or agency.

       

      ARTICLE
        VI

      THE
        DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SWAP ADMINISTRATOR AND
        THE
        SERVICER

       

      Section
        6.01. Respective
        Liabilities of the Depositor, the Originator, the Master Servicer, the Swap
        Administrator and the Servicer. 

       

      The
        Depositor, the Originator, the Master Servicer, the Swap Administrator and
        the
        Servicer shall each be liable in accordance herewith only to the extent of
        the
        obligations specifically and respectively imposed upon and undertaken by
        them
        herein.

       

      Section
        6.02. Merger
        or Consolidation of the Depositor, the Originator, the Master Servicer, the
        Swap
        Administrator or the Servicer. 

       

      The
        Depositor, the Originator, the Master Servicer, the Swap Administrator and
        the
        Servicer will each keep in full effect its existence, rights and franchises
        as a
        corporation, national bank or state chartered industrial bank, as the case
        may
        be, under the laws of the United States or under the laws of one of the states
        thereof and will each obtain and preserve its qualification to do business
        as a
        foreign corporation in each jurisdiction in which such qualification is or
        shall
        be necessary to protect the validity and enforceability of this Agreement,
        or
        any of the Mortgage Loans and to perform its respective duties under this
        Agreement.

       

      Any
        Person into which the Depositor, the Originator, the Master Servicer, the
        Swap
        Administrator or the Servicer may be merged or consolidated, or any Person
        resulting from any merger or consolidation to which the Depositor, the
        Originator, the Master Servicer, the Swap Administrator or the Servicer shall
        be
        a party, or any person succeeding to the business of the Depositor, the
        Originator, the Master Servicer, the Swap Administrator or the Servicer,
        shall
        be the successor of the Depositor, the Originator, the Master Servicer, the
        Swap
        Administrator or the Servicer, 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
        such merger, consolidation or succession does not adversely affect the then
        current rating or ratings on the Offered Certificates.

       

      Section
        6.03. Limitation
        on Liability of the Depositor, the Originator, the Master Servicer, the Swap
        Administrator, the Trust Administrator, the Servicer and Others. 

       

      None
        of
        the Depositor, the Originator, the Master Servicer, the Swap Administrator,
        the
        Trust Administrator, the Servicer nor any of their respective directors,
        officers, employees or agents shall be under any liability to the
        Certificateholders for any action taken or for refraining from the taking
        of any
        action in good faith pursuant to this Agreement, or for errors in judgment;
        provided, however, that this provision shall not protect the Depositor, the
        Servicer or any such Person against any breach of representations or warranties
        made by it herein or protect the Depositor, the Originator, the Master Servicer,
        the Swap Administrator, the Servicer, the Trust Administrator or any such
        Person
        from any liability which would otherwise be imposed by reasons of willful
        misfeasance, bad faith or negligence (or gross negligence in the case of
        the
        Depositor) in the performance of duties or by reason of reckless disregard
        of
        obligations and duties hereunder. The Depositor, the Originator, the Master
        Servicer, the Swap Administrator, the Servicer, the Trust Administrator and
        any
        director, officer, employee or agent of the Depositor, the Originator, the
        Master Servicer, the Swap Administrator, the Servicer and the Trust
        Administrator 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 Depositor, the Originator, the Master Servicer, the Swap
        Administrator, the Servicer, the Trust Administrator and any director, officer,
        employee or agent of the Depositor, the Originator, the Master Servicer,
        the
        Swap Administrator, the Servicer and the Trust Administrator shall be
        indemnified by the Trust Fund and held harmless against any loss, liability
        or
        expense incurred in connection with any audit, controversy, judicial proceeding
        or legal action relating to a governmental taxing authority or to this
        Agreement, the Certificates or the Mortgage Loans or any other unanticipated
        or
        extraordinary expense, other than any loss, liability or expense incurred
        by
        reason of willful misfeasance, bad faith or negligence (or gross negligence
        in
        the case of the Depositor) in the performance of their respective duties
        hereunder or by reason of reckless disregard of their respective obligations
        and
        duties hereunder. None of the Originator, the Master Servicer, the Swap
        Administrator, the Depositor nor the Servicer shall be under any obligation
        to
        appear in, prosecute or defend any legal action that is not incidental to
        its
        respective duties hereunder and which in its opinion may involve it in any
        expense or liability; provided, however, that each of the Depositor, the
        Originator, the Master Servicer, the Swap Administrator and the Servicer
        may in
        its discretion undertake any such action (or direct the Trustee or the Trust
        Administrator to undertake such actions pursuant to Section 2.03 for the
        benefit of the Certificateholders) that it may deem necessary or desirable
        in
        respect of this Agreement and the rights and duties of the parties hereto
        and
        interests of the Trustee and the Certificateholders hereunder. In such event,
        the legal expenses and costs of such action and any liability resulting
        therefrom shall be expenses, costs and liabilities of the Trust Fund, and
        the
        Depositor, the Originator, the Trust Administrator, the Trustee, the Master
        Servicer, the Swap Administrator and the Servicer shall be entitled to be
        reimbursed therefor out of the Collection Account.

       

      Each
        of
        the Master Servicer and the Swap Administrator agrees to indemnify the Trustee
        from, and hold it harmless against, any loss, liability or expense resulting
        from a breach of the Master Servicer’s or Swap Administrator’s respective
        obligations and duties under this Agreement. Such indemnity shall survive
        the
        termination or discharge of this Agreement and the resignation or removal
        of the
        Trustee. Any payment hereunder made by the Master Servicer or the Swap
        Administrator to the Trustee shall be from the Master Servicer’s or Swap
        Administrator’s own funds, as applicable, without reimbursement from the Trust
        Fund.

       

      Section
        6.04. Limitation
        on Resignation of the Servicer. 

       

      The
        Servicer shall not assign this Agreement or resign from the obligations and
        duties hereby imposed on it except (i) by mutual consent of the Servicer,
        the Depositor, the Master Servicer, the Swap Administrator, the Trust
        Administrator and the Trustee or (ii) upon the determination that its
        duties hereunder are no longer permissible under applicable law and such
        incapacity cannot be cured by the Servicer without the incurrence of
        unreasonable expense. Any such determination permitting the resignation of
        the
        Servicer under clause (ii) above shall be evidenced by an Opinion of Counsel
        to
        such effect delivered to the Depositor, the Master Servicer, the Swap
        Administrator, the Trust Administrator and the Trustee which Opinion of Counsel
        shall be in form and substance acceptable to the Depositor, the Trust
        Administrator, the Swap Administrator, the Master Servicer and the Trustee.
        No
        such resignation shall become effective until a successor shall have assumed
        the
        Servicer’s responsibilities and obligations hereunder.

       

      Section
        6.05. Additional
        Indemnification by the Servicer; Third Party Claims. 

       

      The
        Servicer shall indemnify the Originator, the Depositor, the Master Servicer,
        the
        Swap Administrator, the Trust Administrator and the Trustee and hold them
        harmless against any and all claims, losses, damages, penalties, fines,
        forfeitures, reasonable and necessary legal fees and related costs, judgments,
        and any other costs, fees and expenses that any of them may sustain in any
        way
        related to any breach by the Servicer of (i) any of its representations and
        warranties referred to in Section 2.03(a), (ii) any error in any tax
        or information return prepared by the Servicer, or (iii) the failure of the
        Servicer to perform its duties and service the Mortgage Loans in compliance
        with
        the terms of this Agreement. The Servicer immediately shall notify the
        Depositor, the Master Servicer, the Swap Administrator, the Trust Administrator
        and the Trustee if such claim is made by a third party with respect to this
        Agreement or the Mortgage Loans, assume (with the prior written consent of
        the
        Depositor, the Trust Administrator, the Swap Administrator, the Master Servicer
        and the Trustee) the defense of any such claim and pay all expenses in
        connection therewith, including reasonable counsel fees, and promptly pay,
        discharge and satisfy any judgment or decree which may be entered against
        it or
        the Originator, the Depositor, the Master Servicer, the Swap Administrator,
        the
        Trust Administrator or the Trustee in respect of such claim.

       

      Section
        6.06. Rights
        of the Depositor, the Master Servicer, the Swap Administrator, the Trust
        Administrator and the Trustee in Respect of the Servicer.

       

      The
        Servicer shall afford (and any Subservicing Agreement shall provide that
        each
        Subservicer shall afford) the Depositor, the Master Servicer, the Swap
        Administrator, the Trust Administrator and the Trustee, upon reasonable notice,
        during normal business hours, access to all records maintained by the Servicer
        (and any such Subservicer) in respect of the Servicer’s rights and obligations
        hereunder and access to officers of the Servicer (and those of any such
        Sub-Servicer) responsible for such obligations. Upon request, the Servicer
        shall
        furnish to the Depositor, the Master Servicer, the Swap Administrator, the
        Trust
        Administrator and the Trustee its (and any such Sub-Servicer’s) most recent
        financial statements and such other information relating to the Servicer’s
        capacity to perform its obligations under this Agreement that it possesses.
        To
        the extent the parties are informed that such information is not otherwise
        available to the public or is deemed confidential by the Servicer, the
        Depositor, the Master Servicer, the Swap Administrator, the Trust Administrator
        and the Trustee shall not disseminate any information obtained pursuant to
        the
        preceding two sentences without the Servicer’s (or any such Subservicer’s)
        written consent, except as required pursuant to this Agreement or to the
        extent
        that it is necessary to do so (i) in working with legal counsel, auditors,
        taxing authorities or other governmental agencies, rating agencies or reinsurers
        or (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
        or decree of any court or governmental authority having jurisdiction over
        the
        Depositor, the Trustee, the Master Servicer, the Swap Administrator, the
        Trust
        Administrator or the Trust Fund, and in either case, the Depositor, the Master
        Servicer, the Swap Administrator, the Trust Administrator or the Trustee,
        as the
        case may be, shall each use its best efforts to assure the confidentiality
        of
        any such disseminated non-public information. Nothing in this Section shall
        limit the obligation of the Servicer to observe any applicable law prohibiting
        disclosure of information regarding the Mortgagors and the failure of the
        Servicer to provide access as provided in this Section as a result of such
        obligation shall not constitute a breach of this Section. Nothing in this
        Section 6.06 shall require the Servicer to collect, create, collate or otherwise
        generate any information that it does not generate in its usual course of
        business. The Servicer shall not be required to make copies of or ship documents
        to any party unless provisions have been made for the reimbursement of the
        costs
        thereof.

       

      The
        Depositor may, but is not obligated to, enforce the obligations of the Servicer
        under this Agreement and may, but is not obligated to, perform, or cause
        a
        designee to perform, any defaulted obligation of the Servicer under this
        Agreement or exercise the rights of the Servicer under this Agreement; provided
        that the Servicer shall not be relieved of any of its obligations under this
        Agreement by virtue of such performance by the Depositor or its designee.
        The
        Depositor shall not have any responsibility or liability for any action or
        failure to act by the Servicer and is not obligated to supervise the performance
        of the Servicer under this Agreement or otherwise.

       

      Section
        6.07. Limitation
        on Resignation of the Master Servicer.

       

      The
        Master Servicer shall not resign from the obligations and duties hereby imposed
        on it except (i) upon determination that its duties hereunder are no longer
        permissible under applicable law or (ii) with written confirmation from each
        Rating Agency (which confirmation shall be furnished to the Depositor, the
        Trust
        Administrator, the Master Servicer, the Swap Administrator and the Trustee)
        that
        such resignation will not cause such Rating Agency to reduce the then current
        rating of any Class of Offered Certificates. Any such determination pursuant
        to
        clause (i) of the preceding sentence permitting the resignation of the Master
        Servicer shall be evidenced by an Opinion of Counsel to such effect obtained
        at
        the expense of the Master Servicer and delivered to the Trustee and the Trust
        Administrator. No resignation of the Master Servicer shall become effective
        until a successor master servicer shall have assumed the Master Servicer’s
        responsibilities, duties, liabilities (other than those liabilities arising
        prior to the appointment of such successor) and obligations under this
        Agreement.

       

      Section
        6.08. Assignment
        of Master Servicing.

       

      The
        Master Servicer may sell and assign its rights and delegate its duties and
        obligations in their entirety as Master Servicer under this Agreement; provided,
        however, that: (i) the purchaser or transferee accept in writing such assignment
        and delegation and assume the obligations of the Master Servicer hereunder
        and
        that the purchaser or transferee (a) have a net worth of not less than
        $5,000,000 (unless otherwise approved by each Rating Agency pursuant to clause
        (ii) below); (b) be reasonably satisfactory to the Trustee, the Servicer
        and the
        Depositor (as evidenced in a writing signed by the Trustee and the Depositor);
        and (c) execute and deliver to the Trustee and the Depositor an agreement,
        in
        form and substance reasonably satisfactory to the Trustee and the Depositor,
        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
        after the date of such assumption as master servicer under this Agreement;
        (ii)
        each Rating Agency shall be given prior written notice of the identity of
        the
        proposed successor to the Master Servicer and each Rating Agency’s rating of the
        Certificates in effect immediately prior to such assignment, sale and delegation
        will not be downgraded, qualified or withdrawn as a result of such assignment,
        sale and delegation, as evidenced by a letter to such effect delivered to
        the
        Master Servicer, the Depositor and the Trustee; and (iii) the Master Servicer
        assigning and selling the master servicing shall deliver to the Trustee and
        the
        Depositor an officer’s certificate and an Opinion of Independent counsel, each
        stating that all conditions precedent to such action under this Agreement
        have
        been completed and such action is permitted by and complies with the terms
        of
        this Agreement. No such assignment or delegation shall affect any liability
        of
        the Master Servicer arising out of acts or omissions prior to the effective
        date
        thereof.

       

      ARTICLE
        VII

      DEFAULT

       

      Section
        7.01. Events
        of Default. 

       

      (a) “Servicer
        Event of Default,” wherever used herein, means any one of the following
        events:

       

      (i) any
        failure by the Servicer to remit to the Trust Administrator any payment 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, requiring the same to be remedied, shall have been given to the
        Servicer by the Depositor, the Trustee, the Master Servicer or the Trust
        Administrator, or to the Servicer, the Depositor, the Master Servicer, the
        Trust
        Administrator and the Trustee by Certificateholders entitled to at least
        25% of
        the Voting Rights; or

       

      (ii) the
        failure on the part of the Servicer duly to observe or perform in any material
        respect any other of the covenants or agreements on the part of the Servicer
        set
        forth in this Agreement which continues unremedied for a period of thirty
        days after the earlier of (i) the date on which written notice of such
        failure, requiring the same to be remedied, shall have been given to the
        Servicer by the Depositor, the Trustee, the Master Servicer or the Trust
        Administrator, or to the Servicer, the Depositor, the Master Servicer, the
        Trust
        Administrator and the Trustee by Certificateholders entitled to at least
        25% of
        the Voting Rights and (ii) 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 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
        failure by the Servicer in any month to deliver the Servicer Remittance
        Report to the Trust Administrator, and such failure continues uncured for
        more
        than 30 days after the date upon which written notice of such failure, requiring
        the same to be remedied, shall have been given to the Servicer by the Depositor,
        the Trustee, the Master Servicer or the Trust Administrator, or to the Servicer,
        the Depositor, the Master Servicer, the Trust Administrator and the Trustee
        by
        Certificateholders entitled to at least 25% of the Voting Rights;
        or

       

      (iv) a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        for
        the appointment of a conservator or receiver or liquidator in any insolvency,
        bankruptcy, readjustment of debt, marshalling of assets and liabilities or
        similar proceedings, or for the winding-up or liquidation of its affairs,
        shall
        have been entered against the Servicer and such decree or order shall have
        remained in force undischarged or unstayed for a period of sixty days;
        or

       

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

       

      (vi) 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

       

      (vii) for
        so
        long as Fremont Investment & Loan is the Servicer, any failure by the
        Servicer of the Servicer Termination Test; or

       

      (viii) any
        failure of the Servicer to make any Advance on any Remittance Date required
        to
        be made from its own funds pursuant to Section 4.01 which continues
        unremedied for one Business Day immediately following the Remittance Date;
        or

       

      (ix) a
        breach
        of any representation and warranty of the Servicer referred to in
        Section 2.03(a), which materially and adversely affects the interests of
        the Certificateholders and which continues unremedied for a period of thirty
        days after the date upon which written notice of such breach is given to
        the
        Servicer by the Trustee, the Master Servicer, the Trust Administrator or
        the
        Depositor, or to the Servicer, the Trustee, the Master Servicer, the Trust
        Administrator and the Depositor by Certificateholders entitled to at least
        25%
        of the Voting Rights in the Certificates; or

       

      (x) any
        failure by the Servicer to duly perform within the required time period,
        its
        obligations under Section 3.22, Section 3.23 or Section 4.07, which failure
        continues unremedied for a period of 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 the Trustee, the Master Servicer, the Trust Administrator
        or
        the Depositor, or to the Servicer, the Trustee, the Master Servicer, the
        Trust
        Administrator and the Depositor by Certificateholders entitled to at least
        25%
        of the Voting Rights in the Certificates.

       

      If
        a
        Servicer Event of Default shall occur, then, and in each and every such case,
        so
        long as such Servicer Event of Default shall not have been remedied, the
        Master
        Servicer, Trust Administrator or the Trustee may, or at the direction of
        Certificateholders entitled to a majority of the Voting Rights, the Trust
        Administrator shall direct the Trustee, and the Trustee shall, by notice
        in
        writing to the Servicer (with a copy to each Rating Agency), terminate all
        of
        the rights and obligations of the Servicer under this Agreement and in and
        to
        the Mortgage Loans and the proceeds thereof, other than its rights as a
        Certificateholder hereunder; provided,
        however,
        that
        the Master Servicer or the Trustee shall not be required to give written
        notice
        to the Servicer of the occurrence of a Servicer Event of Default described
        in
        clauses (ii) through (x) of this Section 7.01(a) unless and until a
        Responsible Officer of the Trustee or a Master Servicing Officer has actual
        knowledge of the occurrence of such a Servicer Event of Default. In the event
        that a Responsible Officer of the Trustee or a Master Servicing Officer has
        actual knowledge of the occurrence of an event of default described in clause
        (i) of this Section 7.01(a), the Master Servicer, the Trust Administrator
        or the Trustee shall give written notice to the Servicer of the occurrence
        of
        such an event within one Business Day of the first day on which the Responsible
        Officer obtains actual knowledge of such occurrence; provided that failure
        to
        give such notice shall not constitute a waiver of such Servicer Event of
        Default. On and after the receipt by the Servicer of such written notice,
        all
        authority and power of the Servicer hereunder, whether with respect to the
        Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer.
        The Master Servicer is hereby authorized and empowered to execute and deliver,
        on behalf of the Servicer, as attorney-in-fact or otherwise, any and all
        documents and other instruments, and to do or accomplish all other acts or
        things necessary or appropriate to effect the purposes of such notice of
        termination, whether to complete the transfer and endorsement or assignment
        of
        the Mortgage Loans and related documents, or otherwise. Unless expressly
        provided in such written notice, no such termination shall affect any obligation
        of the Servicer to pay amounts owed pursuant to Article VIII. The Servicer
        agrees to cooperate with the Master Servicer in effecting the termination
        of the
        Servicer’s responsibilities and rights hereunder, including, without limitation,
        the transfer to the Master Servicer of all cash amounts which shall at the
        time
        be credited to the Collection Account of such predecessor Servicer, or
        thereafter be received with respect to the Mortgage Loans.

       

      Notwithstanding
        any termination of the activities of the Servicer hereunder, the Servicer
        shall
        be entitled to receive from the Trust Fund, prior to transfer of its servicing
        obligations hereunder, payment of all accrued and unpaid portion of the
        Servicing Fees to which the Servicer would have been entitled and reimbursement
        for all outstanding P&I Advances and Servicing Advances, including Servicing
        Advances incurred prior to but not invoiced until after the date of termination,
        in accordance with the terms of this Agreement. In addition, the Servicer
        shall
        continue to be entitled to the benefits of Section 6.03, notwithstanding
        any
        termination hereunder, with respect to events occurring prior to such
        termination.

       

      (b) On
        or
        after the receipt by the Servicer of such written notice, all authority and
        power of the Servicer under this Agreement, whether with respect to the
        Certificates (other than as a Holder of any Certificate) or the Mortgage
        Loans
        or otherwise, shall pass to and be vested in the Master Servicer pursuant
        to and
        under this Section and, without limitation, the Master Servicer is hereby
        authorized and empowered, as attorney-in-fact or otherwise, to execute and
        deliver on behalf of and at the expense of the Servicer, 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 Servicer agrees, at its sole cost and
        expense, promptly (and in any event no later than ten Business Days subsequent
        to such notice) to provide the Master Servicer with all documents and records
        requested by it to enable it to assume the Servicer’s functions under this
        Agreement, and to cooperate with the Master Servicer in effecting the
        termination of the Servicer’s responsibilities and rights under this Agreement,
        including, without limitation, the transfer within one Business Day to the
        Master Servicer for administration by it of all cash amounts which at the
        time
        shall be or should have been credited by the Servicer to the Collection Account
        held by or on behalf of the Servicer, or any REO Account or Servicing Account
        held by or on behalf of the Servicer or thereafter be received with respect
        to
        the Mortgage Loans or any REO Property. For purposes of this Section 7.01,
        the
        Master Servicer shall not be deemed to have knowledge of a Servicer Event
        of
        Default unless a Master Servicing Officer of the Master Servicer has actual
        knowledge thereof or unless written notice of any event which is in fact
        such a
        Servicer Event of Default is received by the Master Servicer and such notice
        references any of the Certificates, the Trust, the REMICs or this
        Agreement.

       

      The
        Master Servicer shall be entitled to be reimbursed by the defaulting Servicer
        (or by the Trust Fund if such Servicer is unable to fulfill its obligations
        hereunder) for all reasonable out-of-pocket or third party costs associated
        with
        the transfer of servicing from the predecessor Servicer (or if the predecessor
        Servicer is the Master Servicer, from the Servicer immediately preceding
        the
        Master Servicer), including without limitation, any reasonable out-of-pocket
        or
        third party 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 Master Servicer to correct any errors or
        insufficiencies in the servicing data or otherwise to enable the Master Servicer
        to service the Mortgage Loans properly and effectively, upon presentation
        of
        reasonable documentation of such costs and expenses.

       

      Notwithstanding
        any termination of the activities of the Servicer hereunder, the Servicer
        shall
        be entitled to receive, out of any Late Collection of a Monthly Payment on
        a
        Mortgage Loan which was due prior to the notice terminating such Servicer’s
        rights and obligations as Servicer hereunder and received after such notice,
        that portion thereof to which such Servicer would have been entitled pursuant
        to
        Section 3.11, and any other amounts payable to such Servicer hereunder the
        entitlement to which arose in accordance with Section 3.11 and in the time
        period specified in Section 3.11 prior to the termination of its activities
        hereunder. The Servicer shall continue to be entitled to the benefits of
        Section
        6.03, notwithstanding any termination hereunder with respect to events occurring
        prior to such termination.

       

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

       

      (i) any
        failure by the Master Servicer to deposit in the Distribution Account any
        amount
        required to be deposited by it under the terms of this Agreement (including
        an
        Advance required to be made pursuant to Section 4.01 hereof), which failure
        shall continue unremedied for one Business Day after the date upon which
        written
        notice of such failure shall have been given to the Master Servicer by the
        Trustee or the Depositor or to the Master Servicer and the Trustee by the
        Holders of Certificates having not less than 51% of the Voting Rights evidenced
        by the Certificates; or 

       

      (ii) any
        failure on the part of the Master Servicer duly to observe or perform in
        any
        material respect any of the covenants or agreements on the part of the Master
        Servicer contained in this Agreement, or the breach by the Master Servicer
        of
        any representation and warranty contained in Section 2.07, which continues
        unremedied for a period of 30 days after the date on which written notice
        of
        such failure, requiring the same to be remedied, shall have been given to
        the
        Master Servicer by the Depositor, the Trustee, or to the Master Servicer,
        the
        Depositor and the Trustee by the Holders of Certificates entitled to at least
        25% of the Voting Rights; or

       

      (iii) a
        decree
        or order of a court or agency or supervisory authority having jurisdiction
        in
        the premises in an involuntary case under any present or future federal or
        state
        bankruptcy, insolvency or similar law or the appointment of a conservator
        or
        receiver or liquidator in any insolvency, readjustment of debt, marshalling
        of
        assets and liabilities or similar proceeding, or for the winding-up or
        liquidation of its affairs, shall have been entered against the Master Servicer
        and such decree or order shall have remained in force undischarged or unstayed
        for a period of 90 days; or

       

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

       

      (v) the
        Master 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. 

       

      If
        a
        Master Servicer Event of Termination described in clause (i) of this Section
        7.03(c) shall occur, the Trustee shall, by notice to the Master Servicer
        and the
        Depositor, immediately terminate all of the rights and obligations of the
        Master
        Servicer under this Agreement (other than as a Holder of any Certificate)
        and in
        and to the Mortgage Loans and the proceeds thereof. If a Master Servicer
        Event
        of Termination described in clauses (ii) through (v) of this Section 7.03(c)
        shall occur, then, and in each and every such case, so long as such Master
        Servicer Event of Termination shall not have been remedied, the Trustee may,
        and
        at the written direction of the Holders of Certificates entitled to at least
        51%
        of the Voting Rights, the Trustee shall, by notice in writing to the Master
        Servicer (and to the Depositor if given by the Trustee or to the Trustee
        if
        given by the Depositor) with a copy to each Rating Agency, terminate all
        of the
        rights and obligations of the Master Servicer in its capacity as Master Servicer
        under this Agreement, to the extent permitted by law, in and to the Mortgage
        Loans and the proceeds thereof. Upon such termination, or on or after receipt
        by
        the Master Servicer of such written notice, as the case may be, all authority,
        power and obligations of the Master Servicer under this Agreement, whether
        with
        respect to the Certificates (other than as a Holder of any Certificate) or
        the
        Mortgage Loans or otherwise including, without limitation, the compensation
        payable to the Master Servicer under this Agreement after the date of such
        termination, shall pass to and be vested in the Trustee pursuant to and under
        this Section, and, without limitation, the Trustee is hereby authorized and
        empowered, as attorney-in-fact or otherwise, to execute and deliver, on behalf
        of and at the expense of the Master Servicer, 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 promptly (and
        in any
        event no later than ten Business Days subsequent to such notice) to provide
        the
        Trustee with all documents and records requested by it to enable it to assume
        the Master Servicer’s functions under this Agreement, and to cooperate with the
        Trustee in effecting the termination of the Master Servicer’s responsibilities
        and rights under this Agreement (provided, however, that the Master 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 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).
        For purposes of this Section 7.01(c), the Trustee shall not be deemed to
        have
        knowledge of a Master Servicer Event of Termination unless a Responsible
        Officer
        of the Trustee assigned to and working in the Trustee’s Corporate Trust Office
        has actual knowledge thereof or unless written notice of any event which
        is in
        fact such a Master Servicer Event of Termination is received by the Trustee
        and
        such notice references the Certificates, the Trust or this Agreement. The
        Trustee shall promptly notify the Rating Agencies of the occurrence of a
        Master
        Servicer Event of Termination of which it has knowledge as provided
        above.

       

      To
        the
        extent that the costs and expenses of the Trustee related to the termination
        of
        the Master Servicer, appointment of a successor Master Servicer or the transfer
        and assumption of the master servicing by the Trustee (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
        Master Servicer as a result of a Master Servicer Event of Termination and
        (ii)
        all costs and expenses associated with the complete transfer of the master
        servicing, including all master servicing files and all master servicing
        data
        and the completion, correction or manipulation of such master servicing data
        as
        may be required by the successor Master Servicer to correct any errors or
        insufficiencies in the master servicing data or otherwise to enable the
        successor Master Servicer to master service the Mortgage Loans in accordance
        with this Agreement) and any other master servicing transfer costs applicable
        with respect to a transfer of master servicing are not fully and timely
        reimbursed by the terminated Master Servicer, the Trustee shall be entitled
        to
        reimbursement of such costs and expenses from the Distribution
        Account.

       

      Notwithstanding
        the above, the Trustee may, if it shall be unwilling to continue to so act,
        or
        shall, if it is unable to so act, petition a court of competent jurisdiction
        to
        appoint any established housing and home finance institution servicer, master
        servicer, servicing or mortgage servicing institution having a net worth
        of not
        less than $15,000,000 and meeting such other standards for a successor master
        servicer as are set forth in this Agreement, as the successor to such Master
        Servicer in the assumption of all of the responsibilities, duties or liabilities
        of a master servicer, like the Master Servicer.

       

      Neither
        the Trustee nor any other successor Master Servicer shall be deemed to be
        in
        default hereunder by reason of any failure to make, or any delay in making,
        any
        distribution hereunder or any portion thereof or any failure to perform,
        or any
        delay in performing, any duties or responsibilities hereunder, in either
        case
        caused by the failure of the Master Servicer to deliver or provide, or any
        delay
        in delivering or providing, any cash, information, documents or records to
        it.
        Furthermore, neither the Trustee nor any other successor Master Servicer
        shall
        be liable for any acts or omissions of the terminated Master
        Servicer.

       

      Section
        7.02. Master
        Servicer to Act; Appointment of Successor.

       

      (a) On
        and
        after the time the Servicer receives a notice of termination pursuant to
        Section 7.01, the Master Servicer shall, subject to and to the extent
        provided in Section 3.06, 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 immediately assume all the responsibilities,
        duties and liabilities relating thereto and arising thereafter (except for
        any
        representations or warranties of the Servicer under this Agreement, the
        responsibilities, duties and liabilities contained in Section 2.03(d)-(h))
        by
        the terms and provisions hereof including, without limitation, the Servicer’s
        obligations to make P&I Advances pursuant to Section 4.01; provided,
        however, that if the Master Servicer is prohibited by law or regulation from
        obligating itself to make advances regarding delinquent mortgage loans, then
        the
        Master Servicer shall not be obligated to make P&I Advances pursuant to
        Section 4.01; and provided further, that any failure to perform such duties
        or
        responsibilities caused by the Servicer’s failure to deliver or provide, or
        delay in delivering or providing, information, documents, records or cash
        as
        required under this Agreement shall not be considered a default by the Master
        Servicer as successor to the Servicer hereunder; and provided further, that 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
        (other than the obligation to advance P&I Advances, which obligation shall
        arise upon the receipt by the Servicer of notice of termination pursuant
        to
        Section 7.01) can be fully transferred to the Master Servicer or any successor
        Servicer appointed in accordance with this Agreement. As compensation therefor,
        the Master Servicer shall be entitled to the Servicing Fee and all funds
        relating to the Mortgage Loans to which the Servicer would have been entitled
        if
        it had continued to act as Servicer hereunder. Notwithstanding the above
        and
        subject to the immediately following paragraph, the Master Servicer may,
        if it
        shall be unwilling to so act, or shall, if it is unable to so act promptly
        appoint or petition a court of competent jurisdiction to appoint, a Person
        that
        satisfies the eligibility criteria set forth below as the successor Servicer
        under this Agreement in the assumption of the responsibilities, duties or
        liabilities of the Servicer under this Agreement.

       

      Notwithstanding
        anything herein to the contrary, in no event shall the Trustee, the Trust
        Administrator or the Master Servicer be liable for any Servicing Fee or for
        any
        differential in the amount of the Servicing Fee paid hereunder and the amount
        necessary to induce any successor Servicer to act as successor Servicer under
        this Agreement and the transactions set forth or provided for
        herein.

       

      Any
        successor Servicer appointed under this Agreement must (i) be an established
        mortgage loan servicing institution, (ii) be approved by each Rating Agency
        by a
        written confirmation from each Rating Agency that the appointment of such
        successor Servicer would not result in the reduction or withdrawal of the
        then
        current ratings of any outstanding Class of Certificates, (iii) have a net
        worth
        of not less than $30,000,000 and (iv) assume all the responsibilities, duties
        or
        liabilities of the Servicer (other than liabilities of the Servicer hereunder
        incurred prior to termination of the Servicer under Section 7.01 herein)
        under
        this Agreement as if originally named as a party to this Agreement.

       

      (b) i) All
        Servicing Transfer Costs incurred by the Trustee, the Trust Administrator,
        the
        Master Servicer and any successor Servicer under paragraph (b)(2) below shall
        be
        paid immediately by the terminated Servicer upon presentation of reasonable
        documentation of such costs, and if such predecessor or initial Servicer,
        as
        applicable, defaults in its obligation to pay such costs, the successor
        Servicer, the Master Servicer, the Trust Administrator and the Trustee shall
        be
        entitled to reimbursement therefor from the assets of the Trust
        Fund.

       

      (ii) No
        appointment of a successor to the Servicer under this Agreement shall be
        effective until the assumption by the successor of all of the Servicer’s
        responsibilities, duties and liabilities hereunder. In connection with such
        appointment and assumption described herein, the Trustee, the Trust
        Administrator or the Master Servicer may make such arrangements for the
        compensation of such successor out of payments on Mortgage Loans as it and
        such
        successor shall agree; provided, however, that no such compensation shall
        be in
        excess of that permitted the Servicer as such hereunder. The Depositor, the
        Trustee, the Trust Administrator, the Master Servicer and such successor
        shall
        take such action, consistent with this Agreement, as shall be necessary to
        effectuate any such succession. Pending appointment of a successor to the
        Servicer under this Agreement, the Master Servicer shall act in such capacity
        as
        hereinabove provided.

       

      Any
        successor to the Servicer as servicer shall give notice to the Mortgagors
        of
        such change of Servicer, in accordance with applicable federal and state
        law,
        and shall, during the term of its service as Servicer, maintain in force
        the
        policy or policies that the Servicer is required to maintain pursuant to
        Section 3.13.

       

      Any
        such
        successor Servicer shall be required to satisfy the requirements of a successor
        Servicer under this Section 7.02.

       

      Section
        7.03. Notification
        to Certificateholders.

       

      (a) Upon
        any
        termination of a Servicer or appointment of a successor Servicer, the Trust
        Administrator shall give prompt written notice thereof to Certificateholders
        and
        to each Rating Agency.

       

      (b) Within
        60
        days after the occurrence of any Servicer Event of Default or Master Servicer
        Event of Termination, the Trust Administrator or Trustee respectively shall
        transmit by mail to all Certificateholders and each Rating Agency notice
        of each
        such Servicer Event of Default or Master Servicer Event of Termination hereunder
        known to the Trustee or the Trust Administrator, as applicable, unless such
        Servicer Event of Default or Master Servicer Event of Termination shall have
        been cured or waived.

       

      ARTICLE
        VIII

      CONCERNING
        THE TRUSTEE
        AND THE
        TRUST ADMINISTRATOR

       

      Section
        8.01. Duties
        of the Trustee. 

       

      The
        Trustee, before the occurrence of a Servicer Event of Default or Master Servicer
        Event of Termination and after the curing of all Servicer Events of Default
        or
        Master Servicer Events of Termination that may have occurred, shall undertake
        to
        perform such duties and only such duties as are specifically set forth in
        this
        Agreement. In case a Master Servicer Event of Termination has occurred and
        remains uncured, the Trustee shall exercise such of the rights and powers
        vested
        in it by this Agreement, and use the same degree of care and skill in their
        exercise as a prudent person would exercise or use under the circumstances
        in
        the conduct of such person’s 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 that are specifically required to be furnished
        pursuant to any provision of this Agreement shall examine them to determine
        whether they are in the form required by this Agreement. Neither the Trustee
        nor
        the Trust Administrator shall be responsible for the accuracy or content
        of any
        resolution, certificate, statement, opinion, report, document, order, or
        other
        instrument.

       

      The
        Trust
        Administrator agrees to notify the Master Servicer in writing no later than
        5:00 p.m. New York time on each Remittance Date of the aggregate dollar
        amount of the funds received by the Trust Administrator from the Servicer
        on
        such Remittance Date and any other information reasonably requested by the
        Master Servicer, so as to enable the Master Servicer to make the reconciliations
        and verifications required to be made by it pursuant to Section 3A.01. Neither
        the Trustee nor the Trust Administrator shall be deemed to have knowledge
        of a
        Servicer Event of Default or Master Servicer Event of Termination unless
        a
        Responsible Officer of the Trustee or the Trust Administrator, respectively,
        has
        actual knowledge thereof or unless written notice of any event which is in
        fact
        such a Servicer Event of Default or Master Servicer Event of Termination
        is
        received by the Trustee or the Trust Administrator, respectively, and such
        notice references any of the Certificates, the Trust, the REMICs or this
        Agreement.

       

      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 willful misconduct; provided, however,
        that:

       

      (i) The
        duties and obligations of the Trust Administrator, and with respect to the
        duties and obligations of the Trustee, prior to the occurrence of a Servicer
        Event of Default or Master Servicer Event of Termination, and after the curing
        of all such Servicer Events of Default or Master Servicer Events of Termination
        which may have occurred, 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
        it
        that conform 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 or Responsible Officers
        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; and

       

      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 Holders of Certificates entitled to
        at
        least 25% of the Voting Rights relating to the time, method and place of
        conducting any proceeding for any remedy available to the Trustee or the
        Trust
        Administrator, or exercising any trust or power conferred upon the Trustee
        or
        the Trust Administrator, under this Agreement.

       

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

       

      (a) Except
        as
        otherwise provided in Section 8.01:

       

      (i) Before
        taking any action under this Agreement, each of the Trustee or the Trust
        Administrator may request and rely conclusively upon and shall be fully
        protected in acting or refraining from acting upon any resolution, Officer’s
        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;

       

      (ii) Each
        of
        the Trustee and the Trust Administrator may consult with counsel and any
        written
        advice or 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 written advice or Opinion of
        Counsel;

       

      (iii) Neither
        the Trustee nor the Trust Administrator shall be under any obligation to
        exercise any of the trusts or powers vested in it by this Agreement or to
        institute, conduct or defend any litigation hereunder or in relation hereto
        at
        the request, order or direction of any of the Certificateholders, pursuant
        to
        the provisions of this Agreement, unless such Certificateholders shall have
        offered to it security or indemnity satisfactory to it against the costs,
        expenses and liabilities which may be incurred therein or thereby; nothing
        contained herein shall, however, relieve the Trustee of the obligations,
        upon
        the occurrence of a Servicer Event of Default or Master Servicer Event of
        Termination (which has not been cured or waived), to exercise such of the
        rights
        and powers vested in it by this Agreement, and to 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 such Person’s own affairs;

       

      (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) The
        Trust
        Administrator shall not, and prior to the occurrence of a Servicer Event
        of
        Default or a Master Servicer Event of Termination hereunder and after the
        curing
        of all Master Servicer Events of Termination which may have occurred, the
        Trustee shall not be bound to make any investigation into the facts or matters
        stated in any resolution, certificate, statement, instrument, opinion, report,
        notice, request, consent, order, approval, bond or other paper or document,
        unless requested in writing to do so by the Holders of Certificates entitled
        to
        at least 25% of the Voting Rights; 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 such Certificateholders, the Trustee or the Trust
        Administrator, as applicable, may require reasonable indemnity against such
        expense, or liability from such Certificateholders as a condition to taking
        any
        such action;

       

      (vi) Each
        of
        the Trustee and the Trust Administrator may execute any of the trusts or
        powers
        hereunder or perform any duties hereunder either directly or by or through
        agents, custodians, nominees or attorneys and shall not be responsible for
        any
        willful misconduct or negligence of such agents, custodians, nominees or
        attorneys (as long as such agents, custodians, nominees or attorneys were
        appointed with due and proper care);

       

      (vii) 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 by
        the
        Servicer pursuant to Section 3.12;

       

      (viii) Except
        as
        otherwise expressly provided herein, none of the provisions of this Agreement
        shall require the Trustee or the Trust Administrator to expend or risk its
        own
        funds or otherwise to incur any liability, financial or otherwise, in the
        performance of any of its duties hereunder, or in the exercise of any of
        its
        rights or powers if it shall have reasonable grounds for believing that
        repayment of such funds or indemnity satisfactory to it against such risk
        or
        liability is not assured to it (not including expenses, disbursements and
        advances incurred or made by the Trustee or the Trust Administrator, as
        applicable, including the compensation and the expenses and disbursements
        of its
        agents and counsel, in the ordinary course of its performance in accordance
        with
        the provisions of this Agreement); 

       

      (ix) Neither
        the Trustee nor the Trust Administrator shall be personally liable for any
        loss
        resulting from any failure or omission of any other party to this Agreement
        to
        comply with its obligations hereunder; and

       

      (x) Any
        permissive right of the Trustee enumerated herein shall not be construed
        as a
        duty.

       

      (b) All
        rights of action under this Agreement or under any of the Certificates
        enforceable by the Trustee or the Trust Administrator, as applicable, may
        be
        enforced by it without the possession of any of the Certificates, or the
        production thereof at the trial or any other proceeding relating thereto,
        and
        any such suit, action or proceeding instituted by the Trustee or the Trust
        Administrator, as applicable, shall be brought in its name for the benefit
        of
        all the Holders of such Certificates, subject to the provisions of this
        Agreement.

       

      Section
        8.03. Neither
        the Trustee Nor the Trust Administrator Liable for Certificates or Mortgage
        Loans. 

       

      The
        recitals contained herein and in the Certificates (other than the signature
        of
        the Trust Administrator, the authentication of the Trust Administrator on
        the
        Certificates, the acknowledgments of the Trustee and the Trust Administrator
        contained in Article II and the representations and warranties of the Trustee
        and the Trust Administrator in Section 8.11) shall be taken as the statements
        of
        the Depositor, and the Trustee does not assume any responsibility for their
        correctness. Neither the Trustee nor the Trust Administrator makes any
        representation or warranty as to the validity or sufficiency of this Agreement
        (other than as specifically set forth in Section 8.11) or of the Certificates
        (other than the signature of the Trustee and the Trust Administrator and
        authentication of the Certificate Registrar on the Certificates) or the Swap
        Agreement (other than the signature of the Trustee) or of any Mortgage Loan
        or
        related document or of the MERS® System. Neither the Trustee nor the Trust
        Administrator shall be accountable for the use or application by the Depositor
        of any of the Certificates or of the proceeds of such Certificates, or for
        the
        use or application of any funds paid to the Depositor or the Servicer in
        respect
        of the Mortgage Loans or deposited in or withdrawn from the Collection Account
        by the Servicer.

       

      Section
        8.04. Trustee
        and Trust Administrator May Own Certificates. 

       

      Each
        of
        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 the Trustee or the Trust Administrator, as
        applicable.

       

      Section
        8.05. Fees
        and Expenses of the Trustee and Trust Administrator.

       

      (a) The
        annual fees of the Trustee hereunder shall be paid in accordance with a side
        letter agreement with the Trust Administrator and at the sole expense of
        the
        Trust Administrator. The initial fees of the custodian hereunder shall be
        paid
        in accordance with a side letter agreement between the Originator and the
        Trust
        Administrator, as initial custodian, and ongoing fees, if any, at the sole
        expense of the Trust Administrator. Subject to Section 8.05(b), the Trustee
        and
        the Trust Administrator, and any director, officer, employee or agent of
        either,
        shall be indemnified by the Trust Fund and held harmless against any loss,
        liability or expense (including any unreimbursed fees or expenses for work
        relating to an appointment of a successor Servicer or a successor Master
        Servicer under Article VII herein, but not including expenses, disbursements
        and
        advances incurred or made by the Trustee (or its custodian) or the Trust
        Administrator, as applicable, including the reasonable compensation and the
        expenses and disbursements of its agents and counsel, in the ordinary course
        of
        its performance in accordance with the provisions of this Agreement) incurred
        by
        the Trustee or the Trust Administrator arising out of or in connection with
        the
        acceptance or administration of its obligations and duties under this Agreement
        or the Swap Agreement, the Certificates or the Mortgage Loans, other than
        any
        loss, liability or expense (i) resulting from the Trustee’s or the Trust
        Administrator’s negligent actions or omissions in connection with this Agreement
        and the Mortgage Loans, (ii) that constitutes a specific liability of the
        Trustee or the Trust Administrator pursuant to Section 11.01(c), or (iii)
        any
        loss, liability or expense incurred by reason of willful misfeasance, bad
        faith
        or negligence in the performance of duties hereunder or by reason of reckless
        disregard of obligations and duties hereunder or as a result of a breach
        of the
        its respective obligations under Article XI hereof. Any amounts payable to
        the
        Trustee (or its custodian) or the Trust Administrator, and any director,
        officer, employee or agent of the Trustee (or its custodian) or the Trust
        Administrator, in respect of the indemnification provided by this paragraph
        (a),
        or pursuant to any other right of reimbursement from the Trust Fund that
        the
        Trustee (or its Custodian), the Trust Administrator and any director, officer,
        employee or agent of the Trustee (or its custodian) 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. Such indemnity shall
        survive the termination of this Agreement and the resignation of the Trustee
        or
        the Trust Administrator, as applicable.

       

      (b) The
        foregoing indemnity shall survive the resignation or removal of the Trustee
        or
        the Trust Administrator.

       

      (c) Without
        limiting the Servicer’s indemnification obligations under Section 6.03, the
        Servicer agrees to indemnify the Trustee, the Master Servicer, the Swap
        Administrator, and the Trust Administrator from, and hold it harmless against,
        any loss, liability or expense resulting from a breach of the Servicer’s
        obligations and duties under this Agreement. Such indemnity shall survive
        the
        termination or discharge of this Agreement and the resignation or removal
        of the
        Trustee or the Trust Administrator. Any payment hereunder made by the Servicer
        to the Trustee or the Trust Administrator shall be from the Servicer’s own
        funds, without reimbursement from the Trust Fund.

       

      (d) The
        Servicer shall pay any annual rating agency fees of S&P, Fitch and Moody’s
        for ongoing surveillance from its own funds without right of
        reimbursement.

       

      Section
        8.06. Eligibility
        Requirements for the Trustee
        and
        Trust Administrator. 

       

      Each
        of
        the Trustee and the Trust Administrator hereunder shall at all times be a
        corporation or an association (other than the Depositor, the Originator,
        the
        Servicer or any Affiliate of the foregoing) organized and doing business
        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 corporation or association publishes
        reports
        of conditions at least annually, pursuant to law or to the requirements of
        the
        aforesaid supervising or examining authority, then for the purposes of this
        Section the combined capital and surplus of such corporation or association
        shall be deemed to be its combined capital and surplus as set forth in its
        most
        recent report of conditions so published. In case at any time either the
        Trustee
        or the Trust Administrator shall cease to be eligible in accordance with
        the
        provisions of this Section, 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
        and Removal of the Trustee
        or Trust
        Administrator. 

       

      The
        Trustee or the Trust Administrator may at any time resign and be discharged
        from
        the trust hereby created by giving written notice thereof to the Depositor,
        the
        Servicer, the Master Servicer, the Swap Administrator, if the Trustee is
        resigning to the Trust Administrator and if the Trust Administrator is resigning
        to the Trustee and the Certificateholders. Upon receiving such notice of
        resignation, the Depositor shall promptly appoint a successor trustee or
        successor trust administrator, as applicable, by written instrument, in
        duplicate, which instrument shall be delivered to the resigning Trustee or
        Trust
        Administrator, as applicable, and to the successor trustee or successor trust
        administrator, as applicable. The Depositor shall deliver a copy of such
        instrument to the Certificateholders, the Master Servicer, the Swap
        Administrator and the Servicer. If no successor trustee or successor trust
        administrator, as applicable, shall have been so appointed and have accepted
        appointment within 30 days after the giving of such notice of resignation,
        the
        resigning Trustee or Trust Administrator, as applicable, may petition any
        court
        of competent jurisdiction for the appointment of a successor.

       

      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 by the Depositor, or if at any time the Trustee or the Trust
        Administrator shall become incapable of acting, or shall be adjudged bankrupt
        or
        insolvent, or a receiver of the Trustee or the Trust Administrator or of
        its
        respective property shall be appointed, or any public officer shall take
        charge
        or control of the Trustee or the Trust Administrator or of its respective
        property or affairs for the purpose of rehabilitation, conservation or
        liquidation, then the Depositor may remove the Trustee or the Trust
        Administrator, as applicable, and appoint a successor by written instrument,
        in
        duplicate, which instrument shall be delivered to the Trustee or the Trust
        Administrator, as applicable, so removed and to the successor. The Depositor
        shall deliver a copy of such instrument to the Certificateholders, the Master
        Servicer and the Servicer.

       

      The
        Holders of Certificates entitled to at least 51% of the Voting Rights may
        at any
        time remove the Trustee or the Trust Administrator and appoint a successor
        by
        written instrument or instruments, in triplicate, signed by such Holders
        or
        their attorneys-in-fact duly authorized, one complete set of which instruments
        shall be delivered to the Depositor, one complete set to the Trustee or Trust
        Administrator so removed and one complete set to the successor so appointed.
        The
        Depositor shall deliver a copy of such instrument to the Certificateholders,
        the
        Master Servicer and the Servicer.

       

      Any
        resignation or removal of the Trustee or the Trust Administrator and appointment
        of a successor pursuant to any of the provisions of this Section shall not
        become effective until acceptance of appointment by the successor as provided
        in
        Section 8.08.

       

      Any
        resignation or removal of the initial Trust Administrator will result in
        the
        removal of the initial Master Servicer.

       

      Section
        8.08. Successor
        Trustee
        or
        Trust Administrator. 

       

      Any
        successor appointed as provided in Section 8.07 shall execute, acknowledge
        and
        deliver to the Depositor and to its predecessor an instrument accepting such
        appointment hereunder, and thereupon the resignation or removal of the
        predecessor shall become effective and such successor, without any further
        act,
        deed or conveyance, shall become fully vested with all the rights, powers,
        duties and obligations of its predecessor hereunder, with the like effect
        as if
        originally named as trustee herein. The predecessor trustee or trust
        administrator shall deliver to its successor all Mortgage Files and related
        documents and statements, as well as all moneys, held by it hereunder (other
        than any Mortgage Files at the time held by a custodian, if any, which custodian
        shall become the agent of any successor trustee hereunder), and the Depositor
        and the predecessor trustee or trust administrator shall execute and deliver
        such instruments and do such other things as may reasonably be required for
        more
        fully and certainly vesting and confirming in the successor trustee all such
        rights, powers, duties and obligations.

       

      No
        successor trustee or trust administrator shall accept appointment as provided
        in
        this Section unless at the time of such acceptance such successor shall be
        eligible under the provisions of Section 8.06 and the appointment of such
        successor shall not result in a downgrading of any Class of Certificates
        by
        either 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, the Depositor shall mail notice of the succession
        to
        all Holders of Certificates at their addresses as shown in the Certificate
        Register. If the Depositor fails to mail such notice within 10 days after
        acceptance of appointment by the successor, the successor shall cause such
        notice to be mailed at the expense of the Depositor.

       

      Section
        8.09. Merger
        or Consolidation of the Trustee
        or
        the Trust Administrator. 

       

      Any
        corporation into which the Trustee or the Trust Administrator may be merged
        or
        converted or with which it may be consolidated or any corporation resulting
        from
        any merger, conversion or consolidation to which the Trustee or the Trust
        Administrator shall be a party, or any corporation succeeding to the business
        of
        the Trustee or the Trust Administrator, shall be the successor of the Trustee
        or
        the Trust Administrator, as applicable, hereunder; provided, that such
        corporation shall be eligible under Section 8.06 without the execution or
        filing of any paper or 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 hereof, at any time, for the purpose of meeting any
        legal
        requirements of any jurisdiction in which any part of the Trust Fund or property
        securing the same may at the time be located, the Servicer 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 Fund, and to vest in such
        Person or Persons, in such capacity, such title to the Trust Fund, 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. If the Servicer shall not have joined in
        such
        appointment within 15 days after the receipt by it of a request so to do,
        or in
        case a Servicer Event of Default 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 hereunder and no notice to Holders
        of
        Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
        be
        required under Section 8.08 hereof. Any reasonable and necessary expense
        of the
        Trustee related to the appointment of a co-trustee or a separate trustee
        for the
        limited purpose of performing the Trustee’s duties pursuant to this Section 8.10
        shall be reimbursable from the Trust Fund.

       

      In
        the
        case of any appointment of a co-trustee or separate trustee pursuant to this
        Section 8.10 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, except to
        the
        extent that under any law of any jurisdiction in which any particular act
        or
        acts are to be performed by the Trustee (whether as Trustee hereunder or
        as
        successor to the defaulting 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 Fund or any portion thereof in any such jurisdiction) shall be exercised
        and performed by such separate trustee or co-trustee at the direction of
        the
        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 trust
        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.

       

      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. Representations
        and Warranties of the Trustee, Trust Administrator and Swap
        Administrator.

       

      (a) The
        Trustee hereby represents and warrants to the Servicer, the Master Servicer,
        the
        Swap Administrator, the Trust Administrator and the Depositor, as of the
        Closing
        Date, that:

       

      (i) It
        is a
        national banking association duly organized, validly existing and in good
        standing under the laws of the United States of America.

       

      (ii) The
        execution and delivery of this Agreement by it, and the performance and
        compliance with the terms of this Agreement by it, will not violate its charter
        or articles of association or bylaws or constitute a default (or an event
        which,
        with notice or lapse of time, or both, would constitute a default) under,
        or, to
        the best of its knowledge, result in the breach of, any material agreement
        or
        other instrument to which it is a party or which is applicable to it or any
        of
        its assets.

       

      (iii) It
        has
        the full power and authority to enter into and consummate all transactions
        contemplated by this Agreement, has duly authorized the execution, delivery
        and
        performance of this Agreement, and has duly executed and delivered this
        Agreement.

       

      (iv) This
        Agreement, assuming due authorization, execution and delivery by the other
        parties, constitutes a valid, legal and binding obligation of it, enforceable
        against it in accordance with the terms hereof, subject to (A) applicable
        bankruptcy, insolvency, receivership, reorganization, moratorium and other
        laws
        affecting the enforcement of creditors’ rights generally, and (B) general
        principles of equity, regardless of whether such enforcement is considered
        in a
        proceeding in equity or at law.

       

      (b) The
        Trust
        Administrator hereby represents and warrants to the Servicer, the Trustee
        and
        the Depositor, as of the Closing Date, that:

       

      (i) It
        is a
        national banking association duly organized, validly existing and in good
        standing under the laws of the United States.

       

      (ii) The
        execution and delivery of this Agreement by it, and the performance and
        compliance with the terms of this Agreement by it, will not violate its charter
        or articles of association or bylaws or constitute a default (or an event
        which,
        with notice or lapse of time, or both, would constitute a default) under,
        or
        result in the breach of, any material agreement or other instrument to which
        it
        is a party or which is applicable to it or any of its assets.

       

      (iii) It
        has
        the full power and authority to enter into and consummate all transactions
        contemplated by this Agreement, has duly authorized the execution, delivery
        and
        performance of this Agreement, and has duly executed and delivered this
        Agreement.

       

      (iv) This
        Agreement, assuming due authorization, execution and delivery by the other
        parties, constitutes a valid, legal and binding obligation of it, enforceable
        against it in accordance with the terms hereof, subject to (A) applicable
        bankruptcy, insolvency, receivership, reorganization, moratorium and other
        laws
        affecting the enforcement of creditors’ rights generally, and (B) general
        principles of equity, regardless of whether such enforcement is considered
        in a
        proceeding in equity or at law.

       

      (c) The
        Swap
        Administrator hereby represents and warrants to the Servicer, the Trustee
        and
        the Depositor, as of the Closing Date, that:

       

      (i) It
        is a
        national banking association duly organized, validly existing and in good
        standing under the laws of the United States.

       

      (ii) The
        execution and delivery of this Agreement by it, and the performance and
        compliance with the terms of this Agreement by it, will not violate its charter
        or articles of association or bylaws or constitute a default (or an event
        which,
        with notice or lapse of time, or both, would constitute a default) under,
        or
        result in the breach of, any material agreement or other instrument to which
        it
        is a party or which is applicable to it or any of its assets.

       

      (iii) It
        has
        the full power and authority to enter into and consummate all transactions
        contemplated by this Agreement, has duly authorized the execution, delivery
        and
        performance of this Agreement, and has duly executed and delivered this
        Agreement.

       

      (iv) This
        Agreement, assuming due authorization, execution and delivery by the other
        parties, constitutes a valid, legal and binding obligation of it, enforceable
        against it in accordance with the terms hereof, subject to (A) applicable
        bankruptcy, insolvency, receivership, reorganization, moratorium and other
        laws
        affecting the enforcement of creditors’ rights generally, and (B) general
        principles of equity, regardless of whether such enforcement is considered
        in a
        proceeding in equity or at law.

       

      ARTICLE
        IX

      TERMINATION

       

      Section
        9.01. Termination
        upon Liquidation or Purchase of the Mortgage Loans. 

       

      Subject
        to Section 9.03, the obligations and responsibilities of the Depositor, the
        Servicer, the Master Servicer, the Trust Administrator and the Trustee created
        hereby with respect to the Trust Fund shall terminate upon the earlier of
        (a) the purchase, on or after the Optional Termination Date, by the
        Servicer, of all Mortgage Loans (and REO Properties) at the 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
        9.02 by the Servicer, 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, if any (as it notifies the Servicer
        and the Trust Administrator in writing); and (b) the later of (i) the
        maturity or other Liquidation Event (or any Advance with respect
        thereto) of the last Mortgage Loan remaining in the Trust Fund and the
        disposition of all REO Property and (ii) the distribution to
        Certificateholders of all amounts required to be distributed to them pursuant
        to
        this Agreement. In no event shall the trusts created hereby continue beyond
        the
        expiration of 21 years from the death of the 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.

       

      Section
        9.02. Final
        Distribution on the Certificates. 

       

      If
        on any
        Remittance Date, the Servicer determines that there are no Outstanding Mortgage
        Loans and no other funds or assets in the Trust Fund other than the funds
        in the
        Collection Account, the Servicer shall direct the Trust Administrator promptly
        to send a Notice of Final Distribution to each Certificateholder. If the
        Servicer elects to terminate the Trust Fund pursuant to clause (a) of
        Section 9.01, at least 20 days prior to the date the Notice of Final
        Distribution is to be mailed to the affected Certificateholders, the Depositor
        shall notify the Servicer, the Trustee and the Trust Administrator of the
        date
        the Depositor intends to terminate the Trust Fund and of the applicable
        repurchase price of the Mortgage Loans and REO Properties.

       

      A
        Notice
        of Final Distribution, specifying the Distribution Date on which
        Certificateholders may surrender their Certificates for payment of the final
        distribution and cancellation, shall be given promptly by the Trust
        Administrator by letter to Certificateholders mailed not later than the 15th
        day
        of the month of such final distribution. Any such Notice of Final Distribution
        shall specify ii) the
        Distribution Date upon which final distribution on the Certificates will
        be made
        upon presentation and surrender of Certificates at the office therein
        designated, iii) the
        amount of such final distribution, iv) the
        location of the office or agency at which such presentation and surrender
        must
        be made, and (d) 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 therein specified.
        The Trust Administrator will give such Notice of Final Distribution to each
        Rating Agency at the time such Notice of Final Distribution is given to
        Certificateholders.

       

      In
        the
        event such Notice of Final Distribution is given, the Servicer shall cause
        all
        funds in the Collection Account to be remitted to the Trust Administrator
        for
        deposit in the Distribution Account on the Business Day prior to the applicable
        Distribution Date in an amount equal to the final distribution in respect
        of the
        Certificates. Upon such final deposit with respect to the Trust Fund and
        the
        receipt by the Trustee or the Trust Administrator of a Request for Release
        therefor, the Trustee or the Trust Administrator shall promptly release to
        the
        Depositor or its designee the Custodial Files for the Mortgage
        Loans.

       

      Upon
        presentation and surrender of the Certificates, the Trust Administrator shall
        cause to be distributed to the Certificateholders of each Class (after
        reimbursement of all amounts due to the Servicer, the Depositor, the Master
        Servicer, the Swap Administrator, the Trust Administrator and the Trustee
        hereunder), in each case on the final Distribution Date and in the order
        set
        forth in Section 4.02, in proportion to their respective Percentage
        Interests, with respect to Certificateholders of the same Class, an amount
        up to
        an amount equal to (i) as to each Class of Regular Certificates (except the
        Class C Certificates), the Certificate Principal Balance thereof plus for
        each
        such Class and the Class C Certificates, accrued interest thereon in the
        case of
        an interest-bearing Certificate and all other amounts to which such Classes
        are
        entitled pursuant to Section 4.02, (ii) as to the Residual
        Certificates, the amount, if any, which remains on deposit in the Distribution
        Account with respect to the related REMIC (other than the amounts retained
        to
        meet claims) after application pursuant to clause (i) above.

       

      In
        the
        event that any affected Certificateholders shall not surrender Certificates
        for
        cancellation within six months after the date specified in the above-mentioned
        written notice, the Trust Administrator 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
        six months after the second notice all the applicable Certificates shall
        not
        have been surrendered for cancellation, the Trust Administrator may take
        appropriate steps, or may appoint an agent to take appropriate steps, to
        contact
        the remaining Certificateholders concerning surrender of their Certificates,
        and
        the cost thereof shall be paid out of the funds and other assets which remain
        a
        part of the Trust Fund. If within one year after the second notice all
        Certificates shall not have been surrendered for cancellation, the Holders
        of
        the Residual Certificates with respect to their related REMIC shall be entitled
        to all unclaimed funds and other assets of the Trust Fund which remain subject
        hereto.

       

      Section
        9.03. Additional
        Termination Requirements. 

       

      In
        the
        event the Servicer exercises its purchase option with respect to the Mortgage
        Loans as provided in Section 9.01, the Trust Fund shall be terminated in
        accordance with the following additional requirements, unless the Trustee
        and
        the Trust Administrator have been supplied with an Opinion of Counsel, at
        the
        expense of the Depositor, to the effect that the failure to comply with the
        requirements of this Section 9.03 will not (i) result in the
        imposition of taxes on “prohibited transactions” or “prohibited contributions”
on any Trust REMIC as defined in the REMIC Provisions, or (ii) cause any
        Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
        are
        outstanding:

       

      (a) The
        Trust
        Administrator shall sell all of the assets of the Trust Fund to the Servicer
        for
        cash, and, within 90 days of such sale, shall distribute to the
        Certificateholders the proceeds of such sale in complete liquidation of each
        of
        the Trust REMICs, with final payment made to the related class of Residual
        Certificates; and

       

      (b) The
        Trust
        Administrator shall attach a statement to the final federal income tax return
        for each of the Trust REMICs stating that pursuant to Treasury
        Regulations Section 1.860F-1, the first day of the 90-day liquidation
        period for each such Trust REMIC was the date on which the Trust Administrator
        sold the assets of the Trust Fund to the Servicer.

       

      By
        their
        acceptance of the Certificates, the Holders thereof hereby agree to authorize
        the Trust Administrator to specify the 90-day liquidation period for each
        REMIC
        created hereunder, which authorization shall be binding upon all successor
        Certificateholders.

       

      ARTICLE
        X

      MISCELLANEOUS
        PROVISIONS

       

      Section
        10.01. Amendment. 

       

      This
        Agreement may be amended from time to time by the Depositor, the Originator,
        the
        Servicer, the Master Servicer, the Swap Administrator, the Trust Administrator
        and the Trustee without the consent of any of the Certificateholders (i) to
        cure any ambiguity or mistake, (ii) to correct any defective provision
        herein or to supplement any provision herein which may be inconsistent with
        any
        other provision herein, (iii) to add to the duties of the Depositor, the
        Master Servicer, the Swap Administrator or the Servicer, the Trust Administrator
        or the Trustee, (iv) to comply with any requirements in the Code, (v) to
        conform
        the provisions of this Agreement to the descriptions thereof in the Prospectus
        Supplement, (vi) to add any other provisions with respect to matters or
        questions arising hereunder or (vii) to modify, alter, amend, add to or
        rescind any of the terms or provisions contained in this Agreement; provided,
        that
        any action pursuant to clause (vi) or (vii) above (a) that would have a
        material adverse effect on the Swap Provider shall not be undertaken while
        the
        Swap Agreement is in effect without the prior written consent of the Swap
        Provider and (b) shall not, as evidenced by an Opinion of Counsel (which
        Opinion
        of Counsel shall not be an expense of the Trustee, the Trust Administrator
        or
        the Trust Fund), adversely affect in any material respect the interests of
        any
        Certificateholder; provided,
        further,
        that
        the amendment shall not be deemed to adversely affect in any material respect
        the interests of the Certificateholders if the Person requesting the amendment
        obtains a letter from each Rating Agency stating that the amendment would
        not
        result in the downgrading or withdrawal of the respective ratings then assigned
        to the Certificates; it being understood and agreed that any such letter
        in and
        of itself will not represent a determination as to the materiality of any
        such
        amendment and will represent a determination only as to the credit issues
        affecting any such rating. The Trustee, the Depositor, the Originator, the
        Master Service, the Swap Administrator, the Trust Administrator and the Servicer
        also may at any time and from time to time amend this Agreement, but without
        the
        consent of the Certificateholders to modify, eliminate or add to any of its
        provisions to such extent as shall be necessary or helpful to (i) maintain
        the qualification of each Trust REMIC under the REMIC Provisions,
        (ii) avoid or minimize the risk of the imposition of any tax on any Trust
        REMIC pursuant to the Code that would be a claim at any time prior to the
        final
        redemption of the Certificates or (iii) comply with any other requirements
        of the Code; provided, that the Trustee and the Trust Administrator have
        been
        provided an Opinion of Counsel, which opinion shall be an expense of the
        party
        requesting such opinion but in any case shall not be an expense of the Trustee
        or the Trust Fund, to the effect that such action is necessary or helpful
        to, as
        applicable, (i) maintain such qualification, (ii) avoid or minimize
        the risk of the imposition of such a tax or (iii) comply with any such
        requirements of the Code.

       

      This
        Agreement may also be amended from time to time by the Depositor, the Servicer,
        the Originator, the Master Servicer, the Swap Administrator, the Trust
        Administrator and the Trustee with the consent of the Holders of Certificates
        evidencing Percentage Interests aggregating not less than 66 2/3% of each
        Class
        of Certificates affected thereby 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 Holders of Certificates;
provided,
        however,
        that no
        such amendment shall (i) reduce in any manner the amount of, or delay the
        timing of, payments required to be distributed on any Certificate without
        the
        consent of the Holder of such Certificate, (ii) adversely affect in any
        material respect the interests of the Holders of any Class of Certificates
        in a
        manner other than as described in clause (i), without the consent of the
        Holders
        of Certificates of such Class evidencing, as to such Class, Percentage
        Interests aggregating not less than 66 2/3%, or (iii) reduce the aforesaid
        percentages of Certificates the Holders of which are required to consent to any
        such amendment, without the consent of the Holders of all such Certificates
        then
        outstanding; provided further,
        that
        such amendment shall not be undertaken while the Swap Agreement is in place
        without the prior written consent of the Swap Provider.

       

      Notwithstanding
        any contrary provision of this Agreement other than Section 4.08(g), neither
        of
        the Trustee nor the Trust Administrator shall consent to any amendment to
        this
        Agreement unless (i) it shall have first received an Opinion of Counsel,
        which opinion shall not be an expense of the Trustee, the Trust Administrator
        or
        the Trust Fund, to the effect that such amendment will not adversely affect
        in
        any material respect the interest of any Certificateholder and will not cause
        the imposition of any tax on any Trust REMIC or the Certificateholders or
        cause
        any Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
        are outstanding and (ii) the party seeking such amendment shall have
        provided written notice to the Rating Agencies (with a copy of such notice
        to
        the Trustee and the Trust Administrator) of such amendment, stating the
        provisions of the Agreement to be amended.

       

      Notwithstanding
        the foregoing provisions of this Section 10.01, with respect to any
        amendment that significantly modifies the permitted activities of the Trustee,
        the Trust Administrator, the Master Servicer, the Swap Administrator or the
        Servicer, any Certificate beneficially owned by the Depositor or any of its
        Affiliates or by the Originator shall be deemed not to be outstanding (and
        shall
        not be considered when determining the percentage of Certificateholders
        consenting or when calculating the total number of Certificates entitled
        to
        consent) for purposes of determining if the requisite consents of
        Certificateholders under this Section 10.01 have been
        obtained.

       

      Promptly
        after the execution of any amendment to this Agreement requiring the consent
        of
        Certificateholders, the Trust Administrator shall furnish written notification
        of the substance or a copy of such amendment to each Certificateholder and
        each
        Rating Agency.

       

      It
        shall
        not be necessary for the consent of Certificateholders under this
        Section 10.01 to approve the particular form of any proposed amendment, but
        it shall be sufficient if such consent shall approve the substance thereof.
        The
        manner of obtaining such consents and of evidencing the authorization of
        the
        execution thereof by Certificateholders shall be subject to such reasonable
        regulations as the Trustee may prescribe.

       

      Nothing
        in this Agreement shall require either of the Trustee or the Trust Administrator
        to enter into an amendment which modifies its obligations or liabilities
        without
        its consent and in all cases without receiving an Opinion of Counsel (which
        Opinion shall not be an expense of the Trustee, the Trust Administrator or
        the
        Trust Fund), satisfactory to the Trustee or the Trust Administrator, as
        applicable, that (i) such amendment is permitted and is not prohibited by
        this Agreement and that all requirements for amending this Agreement have
        been
        complied with; and (ii) either (A) the amendment does not adversely
        affect in any material respect the interests of any Certificateholder or
        (B) the conclusion set forth in the immediately preceding clause (A)
        is not required to be reached pursuant to this Section 10.01.

       

      Section
        10.02. Recordation
        of Agreement; Counterparts. 

       

      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 receipt
        of
        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 constitute but one and the same
        instrument.

       

      Section
        10.03. Governing
        Law. 

       

      THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        IN THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS RULES (EXCEPT
        FOR
        GENERAL OBLIGATIONS LAW 5-1401 WHICH SHALL APPLY HERETO) AND THE OBLIGATIONS,
        RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL
        BE
        DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       

      Section
        10.04. Intention
        of Parties. 

       

      It
        is the
        express intent of the parties hereto that the conveyance (i) of the
        Mortgage Loans by the Depositor and (ii) of the Trust Fund by the Depositor
        to the Trustee each be, and be construed as, an absolute sale thereof. It
        is,
        further, not the intention of the parties that such conveyances be deemed
        a
        pledge thereof. However, in the event that, notwithstanding the intent of
        the
        parties, such assets are held to be the property of the Depositor, as the
        case
        may be, or if for any other reason this Agreement is held or deemed to create
        a
        security interest in either such assets, then (i) this Agreement shall be
        deemed to be a security agreement within the meaning of the Uniform Commercial
        Code of the State of New York and (ii) the conveyances provided for in
        this Agreement shall be deemed to be an assignment and a grant by the Depositor
        to the Trustee, for the benefit of the Certificateholders and the Swap Provider,
        of a security interest in all of the assets transferred, whether now owned
        or
        hereafter acquired.

       

      The
        Depositor, for the benefit of the Certificateholders, shall, to the extent
        consistent with this Agreement, take such actions as may be necessary to
        ensure
        that, if this Agreement were deemed to create a security interest in the
        Trust
        Fund, such security interest would be deemed to be a perfected security interest
        of first priority under applicable law and will be maintained as such throughout
        the term of the Agreement. The Depositor shall arrange for filing any Uniform
        Commercial Code continuation statements in connection with any security interest
        granted or assigned to the Trustee for the benefit of the
        Certificateholders.

       

      Section
        10.05. Notices.

       

      (a) The
        Trust
        Administrator shall use its best efforts to promptly provide notice to each
        Rating Agency with respect to each of the following of which it has actual
        knowledge:

       

      (i) Any
        material change or amendment to this Agreement;

       

      (ii) The
        occurrence of any Event of Default that has not been cured;

       

      (iii) The
        resignation or termination of the Servicer, the Master Servicer, the Trust
        Administrator or the Trustee and the appointment of any successor;

       

      (iv) The
        repurchase or substitution of Mortgage Loans pursuant to Sections 2.03,
        2.07 or 3.28; and

       

      (v) The
        final
        payment to Certificateholders.

       

      (b) The
        Trustee shall use its best efforts to promptly provide notice to each Rating
        Agency of a Master Servicer Event of Termination to the extent it has actual
        knowledge thereof.

       

      (c) In
        addition, the Trust Administrator shall promptly make available on its internet
        website to each Rating Agency copies of each report to Certificateholders
        described in Section 4.03.

       

      All
        directions, demands and notices hereunder shall be in writing and shall be
        deemed to have been duly given when delivered to (a) in the case of the
        Depositor, Financial Asset Securities Corp., 600 Steamboat Road, Greenwich,
        Connecticut 06830, or at such telecopy number or other address as may be
        hereafter furnished to the Trustee and the Servicer by the Depositor in writing;
        (b) in the case of the Originator and the Servicer, Fremont Investment
& Loan, 2727 East Imperial Highway, Brea, California 92821, telecopy number
        (714) 279-7555, or such other address as may be hereafter furnished to the
        Depositor, the Master Servicer, the Trust Administrator and the Trustee by
        the
        Servicer in writing; (c) in the case of the Trustee, 452 Fifth Avenue, New
        York, New York 10018, telecopy number (212) 525-1300, or such other address
        or
        telecopy number as may hereafter be furnished to the other parties hereto;
        (d) in the case of the Trust Administrator, its Corporate Trust Office; in
        the case of the Master Servicer or the Swap Administrator, to Wells Fargo
        Bank,
        N.A., P.O. Box 98, Columbia, Maryland 21046, Attention: Corporate Trust
        Services- Fremont 2006-A; and in the case of any direction, demand or notice
        relating to any Custodial File, to Wells Fargo Bank, N.A., 24 Executive Park,
        Suite 100, Irvine, California 92614, Attention: Fremont 2006-A; or such other
        address as the Trust Administrator may hereafter furnish to the Depositor,
        the
        Trustee or the Servicer and (f) in the case of each of the Rating Agencies,
        the address specified therefor in the definition corresponding to the name
        of
        such Rating Agency.

       

      Notices
        to Certificateholders shall be deemed given when mailed, first
        class postage prepaid, to their respective addresses appearing in the
        Certificate Register.

       

      Section
        10.06. Severability
        of Provisions. 

       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever 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
        10.07. Assignment;
        Sales; Advance Facilities. 

       

      (a) Notwithstanding
        anything to the contrary contained herein, except as provided in
        Section 6.02, this Agreement may be assigned by the Servicer with the prior
        written consent of the Depositor, the Master Servicer, the Swap Administrator,
        the Trust Administrator and the Trustee. In addition, for so long as the
        Servicer is acting as the Servicer hereunder (i) the Servicer is hereby
        authorized to enter into an advance facility (“Advance Facility”) under which
        (A) the Servicer sells, assigns or pledges to an Advancing Person the
        Servicer’s rights under this Agreement to be reimbursed for any P&I Advances
        or Servicing Advances and/or (B) an Advancing Person agrees to fund some or
        all P&I Advances or Servicing Advances required to be made by the Servicer
        pursuant to this Agreement and (ii) the Servicer is hereby authorized to
        assign its rights to the Servicing Fee; it being understood neither the Trust
        Fund nor any party hereto shall have a right or claim (including without
        limitation any right of offset) to the portion of the Servicing Fee so assigned;
        it being further understood that upon the resignation or termination of the
        Servicer, such Advance Facility (in the case of clause (i)) and such assignment
        (in the case of clause (ii)) shall be terminated. No consent of the Trustee,
        the
        Trust Administrator, Certificateholders or any other party is required before
        the Servicer may enter into an Advance Facility. Notwithstanding the existence
        of any Advance Facility under which an Advancing Person agrees to fund P&I
        Advances and/or Servicing Advances on the Servicer’s behalf, the Servicer shall
        remain obligated pursuant to this Agreement to make P&I Advances and
        Servicing Advances pursuant to and as required by this Agreement, and shall
        not
        be relieved of such obligations by virtue of such Advance Facility.

       

      (b) Reimbursement
        amounts shall consist solely of amounts in respect of P&I 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 had made the related P&I Advance(s) and/or
        Servicing Advance(s).

       

      (c) The
        Servicer shall maintain and provide to any successor Servicer a detailed
        accounting on a loan-by-loan basis as to amounts advanced by, 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.

       

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

       

      (e) The
        documentation establishing any Advance Facility shall require that such
        reimbursement amounts distributed with respect to each Mortgage Loan be
        allocated to outstanding unreimbursed P&I Advances or Servicing Advances (as
        the case may be) made with respect to that Mortgage Loan on a “first-in, first
        out” (FIFO) basis. Such documentation shall also require the Servicer to provide
        to the related Advancing Person or its designee loan-by-loan information
        with
        respect to each such reimbursement amount distributed to such Advancing Person
        or Advance Facility trustee on each Distribution Date, to enable the Advancing
        Person or Advance Facility trustee to make the FIFO allocation of each such
        reimbursement amount with respect to each Mortgage Loan. The Servicer shall
        remain entitled to be reimbursed by the Advancing Person or Advance Facility
        trustee for all P&I 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.

       

      (f) Any
        amendment to this Section 10.07 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 10.07, including amendments to add
        provisions relating to a successor Servicer, may be entered into by the Trustee,
        the Depositor, the Master Servicer, the Trust Administrator and the Servicer
        without the consent of any Certificateholder, notwithstanding anything to
        the
        contrary in this Agreement, provided, that the Trustee and the Trust
        Administrator have been provided an Opinion of Counsel that such amendment
        has
        no material adverse effect on the Certificateholders which opinion shall
        be an
        expense of the party requesting such opinion but in any case shall not be
        an
        expense of the Trustee, the Trust Administrator or the Trust Fund; provided,
        further, that the amendment shall not be deemed to adversely affect in any
        material respect the interests of the Certificateholders if the Person
        requesting the amendment obtains a letter from each Rating Agency (instead
        of
        obtaining an Opinion of Counsel) stating that the amendment would not result
        in
        the downgrading or withdrawal of the respective ratings then assigned to
        the
        Certificates; it being understood and agreed that any such rating letter
        in and
        of itself will not represent a determination as to the materiality of any
        such
        amendment and will represent a determination only as to the credit issues
        affecting any such rating. Prior to entering into an Advance Facility, the
        Servicer shall notify the lender under such facility in writing that:
        (a) the Advances financed by and/or pledged to the lender 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
        only to
        the extent provided herein, and the Trustee, the Trust Administrator and
        the
        Trust are not otherwise obligated or liable to repay any Advances financed
        by
        the lender; (b) the Servicer will be responsible for remitting to the
        lender the applicable amounts collected by it as reimbursement for Advances
        funded by the lender, subject to the restrictions and priorities created
        in this
        Agreement; and (c) neither the Trustee nor the Trust Administrator shall
        have
        any responsibility to track or monitor the administration of the financing
        arrangement between the Servicer and the lender.

       

      Section
        10.08. Limitation
        on Rights of Certificateholders. 

       

      The
        death
        or incapacity of any Certificateholder shall not operate to terminate this
        Agreement or the trust created hereby, nor entitle such Certificateholder’s
        legal representative or heirs to claim an accounting or to take any action
        or
        commence any proceeding in any court for a petition or winding up of the
        trust
        created hereby, or otherwise affect the rights, obligations and liabilities
        of
        the parties hereto or any of them.

       

      No
        Certificateholder shall have any right to vote (except as provided herein)
        or in
        any manner otherwise control the operation and management of the Trust Fund,
        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 party
        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 or by availing itself of
        any
        provisions 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 a Servicer
        Event of Default or a Master Servicer Event of Termination and of the
        continuance thereof, as herein provided, and unless the Holders of Certificates
        evidencing not less than 25% of the Voting Rights evidenced by the Certificates
        shall also have made written request to 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 60 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 being understood and intended, and being 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 or by availing itself or themselves of any provisions
        of this
        Agreement to affect, disturb or prejudice the rights of the Holders of any
        other
        of the Certificates, or to obtain or seek to obtain priority over or preference
        to any other such Holder or to enforce any right under this Agreement, except
        in
        the manner herein provided and for the common benefit of all Certificateholders.
        For the protection and enforcement of the provisions of this Section 10.08,
        each and every Certificateholder and the Trustee shall be entitled to such
        relief as can be given either at law or in equity.

       

      Section
        10.09. Inspection
        and Audit Rights. 

       

      The
        Servicer agrees that on 15 days’ prior notice, it will permit any representative
        of the Depositor or the Trustee during such Person’s normal business hours, to
        examine all the books of account, records, reports and other papers of such
        Person relating to the Mortgage Loans, to make copies and extracts therefrom,
        to
        cause such books to be audited by independent certified public accountants
        selected by the Depositor, the Master Servicer, the Swap Administrator, the
        Trust Administrator or the Trustee and to discuss its affairs, finances and
        accounts relating to such Mortgage Loans with its officers, employees and
        independent public accountants (and by this provision the Servicer hereby
        authorizes said accountants to discuss with such representative such affairs,
        finances and accounts), all at such reasonable times and as often as may
        be
        reasonably requested. Any reasonable out-of-pocket expense of the Servicer
        incident to the exercise by the Depositor, the Master Servicer, the Swap
        Administrator, the Trust Administrator or the Trustee of any right under
        this
        Section 10.09 shall be borne by the Servicer.

       

      Section
        10.10. Certificates
        Nonassessable and Fully Paid. 

       

      It
        is the
        intention of the Depositor that Certificateholders shall not be personally
        liable for obligations of the Trust Fund, that the interests in the Trust
        Fund
        represented by the Certificates shall be nonassessable for any reason
        whatsoever, and that the Certificates, upon due authentication thereof by
        the
        Certificate Registrar pursuant to this Agreement, are and shall be deemed
        fully
        paid.

       

      Section
        10.11. Waiver
        of Jury Trial. 

       

      EACH
        PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT
        PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
        ANY
        DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH
        DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

       

      Section
        10.12. Benefit
        of Agreement.

       

      The
        parties hereto acknowledge and agree that the Swap Provider shall be an express
        third-party beneficiary (and not merely an incidental third-party beneficiary)
        of this Agreement and any other agreement related to the issuance of the
        Certificates, and as such, is entitled to enforce the Agreement and any other
        such agreement against the parties hereto on its own behalf and otherwise
        shall
        be afforded all remedies the parties hereunder or under any other such agreement
        or otherwise affoded by law against the parties hereto to redress any damage
        or
        loss incurred by the Swap Provider.

       

       

      ARTICLE
        XI

      REMIC
        PROVISIONS

       

      Section
        11.01. REMIC
        Administration. 

       

      (a) 
        The
        Trust Administrator shall elect to treat each REMIC created hereunder as
        a REMIC
        under the Code and, if necessary, under applicable state law. Each such election
        will be made on Form 1066 or other appropriate federal tax or information
        return
        or any appropriate state return for the taxable year ending on the last day
        of
        the calendar year in which the Certificates are issued. For the purposes
        of the
        REMIC election in respect of REMIC I, the REMIC I Regular Interests
        shall be designated as the regular interests in REMIC I and the Class R-I
        Interest shall be designated as the residual interest in REMIC I. The
        REMIC II Regular Interests shall be designated as the regular interests in
        REMIC II, and the Class R-II Interest shall be designated as the residual
        interest in REMIC II. The LIBOR Certificates (exclusive of any right to
        receive Net WAC Rate Carryover Amounts or the obligation to pay any Class
        IO
        Distribution Amount) and the Class C Interest (other than the obligation
        to pay
        Net WAC Rate Carryover Amounts and Swap Termination Payments and the right
        to
        receive the Class IO Distribution Amount) and the Class P Interest shall
        be
        designated as the regular interests in REMIC III and the Class R-III
        Interest shall be designated as the residual interest in REMIC III. The
        Class C Certificates shall be designated as the regular interests in
        REMIC IV, and the Class R-X-IV Interest shall be designated as the residual
        interest in REMIC IV. The Class P Certificates shall be designated as the
        regular interests in REMIC V, and the Class R-X-V Interest shall be
        designated as the residual interest in REMIC V. Neither the Trustee nor the
        Trust Administrator shall permit the creation of any “interests” in any REMIC
        created hereunder (within the meaning of Section 860G of the Code) other
        than
        those designated above.

       

      (b) The
        Closing Date is hereby designated as the “Startup Day” of each REMIC created
        hereunder within the meaning of Section 860G(a)(9) of the Code.

       

      (c) The
        Trust
        Administrator shall pay out of funds on deposit in the Distribution Account,
        any
        and all expenses relating to any tax audit of the Trust Fund (including,
        but not
        limited to, any professional fees or any administrative or judicial proceedings
        with respect to any REMIC created hereunder that involve the Internal Revenue
        Service or state tax authorities) unless such expenses, professional fees
        or any
        administrative or judicial proceedings are incurred by reason of the Trustee’s
        or the Trust Administrator’s willful misfeasance, bad faith or negligence. The
        Trust Administrator, as agent for all of REMIC I’s, REMIC II’s,
        REMIC III’s, REMIC IV’s and REMIC V’s tax matters persons, unless
        another agent is appointed in such role for either the Class R or Class R-X
        Certificates, shall (i) act on behalf of the Trust Fund in relation to any
        tax
        matter or controversy involving any related REMIC created hereunder and (ii)
        represent the Trust Fund in any administrative or judicial proceeding relating
        to an examination or audit by any governmental taxing authority with respect
        thereto and will be entitled to reimbursement from the Trust Fund for any
        expenses incurred by the Trust Administrator in connection therewith unless
        such
        administrative or judicial proceeding relating to an examination or audit
        by any
        governmental taxing authority is incurred by reason of the Trust Administrator’s
        willful misfeasance, bad faith or negligence. The holder of the largest
        Percentage Interest of each Class of Residual Certificates shall be designated,
        in the manner provided under Treasury regulations section 1.860F-4(d) and
        Treasury regulations section 301.6231(a)(7)-1, as the tax matters person
        of the
        related REMIC created hereunder. By its acceptance thereof, the holder of
        the
        largest Percentage Interest of the Residual Certificates hereby agrees to
        irrevocably appoint the Trust Administrator or an Affiliate as its agent
        to
        perform all of the duties of the tax matters person for the Trust
        Fund
        unless
        another agent is appointed in such role for either the Class R or Class R-X
        Certificates.

       

      (d) The
        Trust
        Administrator shall prepare and file, and the Trustee shall sign, in a timely
        manner all of the Tax Returns in respect of each REMIC created hereunder.
        The
        expenses of preparing and filing such returns shall be borne by the Trust
        Administrator without any right of reimbursement for such expenses. The Servicer
        shall provide on a timely basis to the Trust Administrator or its designee
        such
        information with respect to the assets of the Trust Fund as is in its possession
        and reasonably required by the Trust Administrator to enable it to perform
        its
        obligations under this Article.

       

      (e) The
        Trust
        Administrator shall perform on behalf of each REMIC created hereunder 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, as required by the Code, the REMIC Provisions or other
        such
        compliance guidance, the Trust Administrator shall provide (i) to any Transferor
        of a Residual Certificate such information as is necessary for the application
        of any tax relating to the transfer of a Residual Certificate to any Person
        who
        is not a Permitted Transferee, (ii) to the Certificateholders such information
        or reports as are required by the Code or the REMIC Provisions including
        reports
        relating to interest, original issue discount and market discount or premium
        (using the Prepayment Assumption as required) and (iii) to the Internal Revenue
        Service the name, title, address and telephone number of the person who will
        serve as the representative of each REMIC created hereunder. The Servicer
        shall
        provide on a timely basis to the Trust Administrator such information with
        respect to the assets of the Trust Fund, including, without limitation, the
        Mortgage Loans, as is in its possession and reasonably required by the Trust
        Administrator to enable it to perform its obligations under this subsection.
        In
        addition, the Depositor shall provide or cause to be provided to the Trust
        Administrator, within ten (10) days after the Closing Date, all information
        or
        data that the Trust Administrator reasonably determines to be relevant for
        tax
        purposes as to the valuations and issue prices of the Certificates, including,
        without limitation, the price, yield, prepayment assumption and projected
        cash
        flow of the Certificates.

       

      (f) The
        Trust
        Administrator shall take such action and shall cause each REMIC created
        hereunder to take such action as shall be necessary to create or maintain
        the
        status thereof as a REMIC under the REMIC Provisions (and the Servicer and
        the
        Trustee shall assist the Trust Administrator, to the extent reasonably requested
        by the Trust Administrator to do specific actions in order to assist in the
        maintenance of such status). The Trust Administrator shall not take any action,
        cause the Trust Fund 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 any REMIC created hereunder
        as
        a REMIC or (ii) result in the imposition of any 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, the tax on contributions to a REMIC set forth
        in
        Section 860G(d) of the Code) (either (i) or (ii), an “Adverse REMIC Event”)
        unless each of the Trustee and the Trust Administrator has received an Opinion
        of Counsel, addressed to the Trustee and the Trust Administrator (at the
        expense
        of the party seeking to take such action but in no event at the expense of
        the
        Trustee or the Trust Administrator) to the effect that the contemplated action
        will not, with respect to any REMIC created hereunder, endanger such status
        or
        result in the imposition of such a tax, nor shall the Servicer or the Master
        Servicer take or fail to take any action (whether or not authorized hereunder)
        as to which the Trustee and the Trust Administrator has advised it in writing
        that it has received an Opinion of Counsel to the effect that an Adverse
        REMIC
        Event could occur with respect to such action; provided that the Servicer
        or the
        Master Servicer may conclusively rely on such Opinion of Counsel and shall
        incur
        no liability for its action or failure to act in accordance with such Opinion
        of
        Counsel. In addition, prior to taking any action with respect to any REMIC
        created hereunder or the respective assets of each, or causing any REMIC
        created
        hereunder to take any action, which is not contemplated under the terms of
        this
        Agreement, the Servicer and the Master Servicer will consult with the Trust
        Administrator or its designee, in writing, with respect to whether such action
        could cause an Adverse REMIC Event to occur with respect to any REMIC created
        hereunder, and neither the Servicer nor the Master Servicer shall take any
        such
        action or cause any REMIC created hereunder to take such action as to which
        the
        Trust Administrator has advised it in writing that an Adverse REMIC Event
        could
        occur; provided that the Servicer and the Master Servicer may conclusively
        rely
        on such writing and shall incur no liability for its action or failure to
        act in
        accordance with such writing. The Trust Administrator may consult with counsel
        to make such written advice, and the cost of same shall be borne by the party
        seeking to take the action not permitted by this Agreement, but in no event
        shall such cost be an expense of the Trust Administrator. At all times as
        may be
        required by the Code, the Trust Administrator will ensure that substantially
        all
        of the assets of each REMIC created hereunder will consist of “qualified
        mortgages” as defined in Section 860G(a)(3) of the Code and “permitted
        investments” as defined in Section 860G(a)(5) of the Code.

       

      (g) In
        the
        event that any tax is imposed on “prohibited transactions” of any REMIC created
        hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
        foreclosure property” of any such REMIC as defined in Section 860G(c) of the
        Code, on any contributions to any such REMIC after the Startup Day pursuant
        to
        Section 860G(d) of the Code, or any other tax is imposed by the Code or any
        applicable provisions of state or local tax laws, such tax shall be charged
        (i)
        to the Trustee pursuant to Section 11.03 hereof, if such tax arises out of
        or
        results from a breach by the Trustee of any of its obligations under this
        Article XI, (ii) to the Trust Administrator pursuant to Section 11.03 hereof,
        if
        such tax arises out of or results from a breach by the Trust Administrator
        of
        any of its obligations under this Article XI, (iii) to the Servicer pursuant
        to
        Section 11.03 hereof, if such tax arises out of or results from a breach
        by the
        Servicer of any of its obligations under Article III or this Article XI,
        or
        otherwise (iv) against amounts on deposit in the Distribution Account and
        shall
        be paid by withdrawal therefrom.

       

      (h) On
        or
        before April 15th of each calendar year (other than the calendar year during
        which the Closing Date occurs), the Trust Administrator shall deliver to
        the
        Servicer, the Depositor, the Trustee, each Rating Agency and the Swap Provider
        an Officer’s Certificate from a Responsible Officer of the Trust Administrator
        stating, without regard to any actions taken by any party other than the
        Trust
        Administrator, the Trust Administrator’s compliance with this Article
        XI.

       

      (i) The
        Trust
        Administrator shall, for federal income tax purposes, maintain books and
        records
        with respect to each REMIC created hereunder on both a calendar year basis
        and
        an accrual basis.

       

      (j) Following
        the Startup Day, neither the Trustee nor the Trust Administrator shall accept
        any contributions of assets to any REMIC created hereunder other than in
        connection with any Qualified Substitute Mortgage Loan delivered in accordance
        with Section 2.03 unless the Trustee and the Trust Administrator shall have
        received an Opinion of Counsel to the effect that the inclusion of such assets
        in the Trust Fund will not cause the related Trust REMIC to fail to qualify
        as a
        REMIC at any time that any Certificates are outstanding or subject such REMIC
        to
        any tax under the REMIC Provisions or other applicable provisions of federal,
        state and local law or ordinances.

       

      (k) Neither
        the Trustee, the Trust Administrator, the Master Servicer nor the Servicer
        shall
        enter into any arrangement by which any REMIC created hereunder will receive
        a
        fee or other compensation for services nor permit any such REMIC to receive
        any
        income from assets other than “qualified mortgages” as defined in Section
        860G(a)(3) of the Code or “permitted investments” as defined in Section
        860G(a)(5) of the Code.

       

      (l) The
        Trustee and the Trust Administrator shall treat the Net WAC Rate Carryover
        Reserve Account as an outside reserve fund within the meaning of Treasury
        Regulation 1.860G-2(h) that is owned by the Holders of the Class C Certificates
        and that is not an asset of any REMIC. The Trustee and the Trust Administrator
        shall treat the rights of the Holders of the Offered Certificates and the
        Class
        B4 Certificates to receive payments from the Net WAC Rate Carryover Reserve
        Account as rights in an interest rate cap contract written by the Holder
        of the
        Class C Certificates in favor of the other Certificateholders. Thus, each
        Certificate other than the Class R, Class R-X, Class C and Class P Certificates
        shall be treated as representing ownership of not only Regular Certificates,
        but
        also ownership of an interest in an interest rate cap contract. For purposes
        of
        determining the issue price of the Regular Certificates, the Trust Administrator
        shall assume that the interest rate cap contract has a value of $10,000 and
        shall allocate such value proportionately to each Class of Certificates entitled
        to receive Net WAC Rate Carryover Amounts based on such Class’s initial
        Certificate Principal Balance.

       

      (m) The
        Trust
        Administrator shall apply for an Employee Identification Number from the
        IRS via
        a Form SS-4 or any other applicable method for all tax entities formed pursuant
        to this Agreement and will also file a Form 8811 for each REMIC formed pursuant
        to this Agreement.

       

      Section
        11.02. Prohibited
        Transactions and Activities.

       

      None
        of
        the Depositor, the Servicer, the Master Servicer, the Swap Administrator,
        the
        Trust Administrator or the Trustee shall sell, dispose of or substitute for
        any
        of the Mortgage Loans (except in connection with (i) the foreclosure of a
        Mortgage Loan, including but not limited to, the acquisition or sale of a
        Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
        of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article
        IX of this Agreement, (iv) a substitution pursuant to Article II of this
        Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III
        of
        this Agreement), nor acquire any assets for any REMIC created hereunder (other
        than REO Property acquired in respect of a defaulted Mortgage Loan), nor
        sell or
        dispose of any investments in the Collection Account or the Distribution
        Account
        for gain, nor accept any contributions to any REMIC created hereunder after
        the
        Closing Date (other than a Qualified Substitute Mortgage Loan delivered in
        accordance with Section 2.03), unless it has received an Opinion of Counsel,
        addressed to the Trustee and the Trust Administrator (at the expense of the
        party seeking to cause such sale, disposition, substitution, acquisition
        or
        contribution but in no event at the expense of the Trustee or the Trust
        Administrator) that such sale, disposition, substitution, acquisition or
        contribution will not (a) affect adversely the status of any REMIC created
        hereunder as a REMIC at any time that any Certificates are outstanding or
        (b)
        cause any REMIC created hereunder to be subject to a tax on “prohibited
        transactions” or “prohibited contributions” pursuant to the REMIC
        Provisions.

       

      Section
        11.03. Indemnification.

       

      (a) The
        Trustee agrees to indemnify, severally and not jointly, the Trust Fund, the
        Depositor, the Trust Administrator, the Master Servicer, the Swap Administrator
        and the Servicer for any taxes and costs including, without limitation, any
        reasonable attorneys fees imposed on or incurred by the Trust Fund, the
        Depositor, the Trust Administrator, the Master Servicer, the Swap Administrator
        or the Servicer, as a result of a breach of its respective covenants set
        forth
        in this Article XI.

       

      (b) The
        Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
        the Swap Administrator, the Trust Administrator and the Trustee for any taxes
        and costs including, without limitation, any reasonable attorneys’ fees imposed
        on or incurred by the Trust Fund, the Depositor, the Master Servicer, the
        Swap
        Administrator, the Trust Administrator or the Trustee, as a result of a breach
        of the Servicer’s covenants set forth in Article III or this Article
        XI.

       

      (c) The
        Trust
        Administrator agrees to indemnify, severally and not jointly, the Trust Fund,
        the Depositor, the Trustee and the Servicer for any taxes and costs including,
        without limitation, any reasonable attorneys’ fees imposed on or incurred by the
        Trust Fund, the Depositor, the Trustee or the Servicer, as a result of a
        breach
        of its covenants set forth in this Article XI.

       

      (d) The
        Master Servicer agrees to indemnify, severally and not jointly, the Trust
        Fund,
        the Depositor, the Trustee, the Trust Administrator and the Servicer for
        any
        taxes and costs including, without limitation, any reasonable attorneys’ fees
        imposed on or incurred by the Trust Fund, the Depositor, the Trustee, the
        Trust
        Administrator or the Servicer, as a result of a breach of its covenants set
        forth in this Article XI.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer, the Trust
        Administrator, the Swap Administrator, the Sponsor, the Servicer and the
        Originator have caused their names to be signed hereto by their respective
        officers thereunto duly authorized as of the day and year first above
        written.

       

       

      

        
          	 	
                  FINANCIAL
                    ASSET SECURITIES CORP., 
                    as
                      Depositor

                  

                
	 	 	 
	 	
                  By:

                	/s/
                  Ara Balabanian    
	 	
                   

                	
                  Name:
                    Ara Balabanian

                
	 	
                   

                	
                  Title:
                    Vice President

                


        

      

       

      

        
          	 	
                  
                    WELLS
                      FARGO BANK, N.A.,

                    
                      as
                        Master Servicer, Trust Administrator and Swap
                        Administrator

                    

                  

                
	 	 	 
	 	
                  By:

                	/s/
                  Graham Oglesby   
	 	
                   

                	
                  Name:
                    Graham Oglesby

                
	 	
                   

                	
                  Title:
                    Assistant Vice President

                


        

        
          

            
              	 	
                      
                        
                          HSBC
                            BANK USA, NATIONAL ASSOCIATION,

                        

                        
                          
                            as
                              Trustee

                          

                        

                      

                    
	 	 	 
	 	
                      By:

                    	/s/
                      Ecliff Jackman   
	 	
                       

                    	
                      Name:
                        Ecliff Jackman

                    
	 	
                       

                    	
                      Title:
                        Officer

                    


            

            
              

                
                  	 	
                          
                            
                              
                                FREMONT
                                  INVESTMENT & LOAN,

                              

                            

                            
                              
                                
                                  as
                                    Sponsor, Servicer and
                                    Originator

                                

                              

                            

                          

                        
	 	 	 
	 	
                          By:

                        	/s/
                          Ecliff Jackman   
	 	
                           

                        	
                          Name:
                            Jeff Crusinberry

                        
	 	
                           

                        	
                          Title:
                            Senior Vice President

                        


                

                 

              

            

          

        

      

      


       

      


      (Signature
        Page to the PSA - Fremont 2006-A)

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    

       

      SCHEDULE I

       

      Mortgage
        Loan Schedule

      


      [On
        File
        With The Depositor]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



       

      SCHEDULE II

       

      [Reserved]

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

      SCHEDULE III

       

      [Reserved]

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

      SCHEDULE IV

       

      Representations
        and Warranties Relating to the Mortgage Loans

       

      I. The
        Originator hereby represents and warrants to the Purchaser, with respect
        to each
        Mortgage Loan that is a Mortgage Loan as of the Closing Date (or in the case
        of
        certain specified representations and warranties, as of the Cut-off Date)
        or as
        of such other date specifically provided herein (except that with respect
        to any
        Qualified Substitute Mortgage Loan such representations and warranties shall
        be
        as of the date of substitution and made by the Originator), that:

       

      (a)     Mortgage
        Loans as Described.
        The
        information set forth in the Mortgage Loan Schedule is complete, true and
        correct in all material respects as of the Cut-off Date;

       

      (b)     Payments
        Current.
        As of
        the Closing Date, other than with respect to not more than 0.50% of the Mortgage
        Loans by outstanding principal balance, all payments required to be made
        up to
        the Closing Date for the Mortgage Loan under the terms of the Mortgage Note,
        other than payments not yet one month delinquent, have been made and credited.
        No payment required under the Mortgage Loan is one month or more delinquent
        nor
        has any payment under the Mortgage Loan been delinquent for more than one
        month
        at any time since the origination of the Mortgage Loan;

       

      (c)     No
        Outstanding Charges.
        As of
        the Closing Date, other than payments due but not yet one month or more
        delinquent, there are no defaults in complying with the terms of the Mortgage,
        and all taxes, governmental assessments, insurance premiums, water, sewer
        and
        municipal charges, leasehold payments or ground rents which previously became
        due and owing have been paid, or an escrow of funds has been established
        in an
        amount sufficient to pay for every such item which remains unpaid and which
        has
        been assessed but is not yet due and payable. The Originator has not advanced
        funds, or induced, solicited or knowingly received any advance of funds by
        a
        party other than the Mortgagor, directly or indirectly, for the payment of
        any
        amount required under the Mortgage Loan, except for interest accruing from
        the
        date of the Mortgage Note or date of disbursement of the Mortgage Loan proceeds,
        whichever is earlier, to the date which precedes by one month the Due Date
        of
        the first installment of principal and interest;

       

      (d)     Original
        Terms Unmodified.
        The
        terms of the Mortgage Note and Mortgage have not been impaired, waived, altered
        or modified in any respect, from the date of origination except by a written
        instrument which has been recorded, if necessary to protect the interests
        of the
        Purchaser, and which has been delivered to the Custodian or to such other
        Person
        as the Purchaser shall designate in writing, and the terms of which are
        reflected in the Mortgage Loan Schedule. No Mortgage Loan has been modified
        so
        as to restructure the payment obligations or re-age the Mortgage Loan. The
        substance of any such waiver, alteration or modification has been approved
        by
        the title insurer, if any, to the extent required by the policy, and its
        terms
        are reflected on the Mortgage Loan Schedule, if applicable. 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 is part of the Mortgage Loan File delivered
        to
        the Custodian or to such other Person as the Purchaser shall designate in
        writing and the terms of which are reflected in the Mortgage Loan
        Schedule;

       

      (e)     No
        Defenses.
        The
        Mortgage Loan is not subject to any right of rescission, set-off, counterclaim
        or defense, including without limitation the defense of usury, nor will the
        operation of any of the terms of the Mortgage Note or the Mortgage, or the
        exercise of any right thereunder, render either the Mortgage Note or the
        Mortgage unenforceable, in whole or in part, or subject to any right of
        rescission, set-off, counterclaim or defense, including without limitation
        the
        defense of usury, and no such right of rescission, set-off, counterclaim
        or
        defense has been asserted with respect thereto, and no Mortgagor was a debtor
        in
        any state or federal bankruptcy or insolvency proceeding at, or subsequent
        to,
        the time the Mortgage Loan was originated;

       

      (f)     Hazard
        Insurance.
        Pursuant to the terms of the Mortgage, all buildings or other improvements
        upon
        the Mortgaged Property are insured by a generally acceptable insurer against
        loss by fire, hazards of extended coverage and such other hazards as are
        customary in the area where the Mortgaged Property is located. If required
        by
        the National Flood Insurance Act of 1968, as amended, each Mortgage Loan
        is
        covered by a flood insurance policy meeting the requirements of the current
        guidelines of the Federal Insurance Administration as in effect. All individual
        insurance policies contain a standard mortgagee clause naming the Originator
        and
        its successors and assigns as mortgagee, and all premiums thereon have been
        paid
        and such policies may not be reduced, terminated or cancelled without 30
        days’
prior written notice to the mortgagee. The Mortgage obligates the Mortgagor
        thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and
        expense, and on the Mortgagor’s failure to do so, authorizes the holder of the
        Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and
        expense, and to seek reimbursement therefor from the Mortgagor. Where required
        by state law or regulation, the Mortgagor has been given an opportunity to
        choose the carrier of the required hazard insurance, provided the policy
        is not
        a “master”
or
        “blanket”
hazard
        insurance policy covering a condominium, or any hazard insurance policy covering
        the common facilities of a planned unit development. The hazard insurance
        policy
        is the valid and binding obligation of the insurer, is in full force and
        effect,
        and will be in full force and effect and inure to the benefit of the Purchaser
        upon the consummation of the transactions contemplated by this Agreement.
        The
        Originator has not engaged in, and has no knowledge of the Mortgagor’s or any
        servicer’s having engaged in, any act or omission which would impair the
        coverage of any such policy, the benefits of the endorsement provided for
        herein, or the validity and binding effect of such policy, including, without
        limitation, no unlawful fee, commission, kickback or other unlawful compensation
        or value of any kind has been or will be received, retained or realized by
        any
        attorney, firm or other person or entity, and no such unlawful items have
        been
        received, retained or realized by the Originator;

       

      (g)     Compliance
        with Applicable Laws.
        Any and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth-in-lending, real estate settlement procedures, consumer
        credit protection, equal credit opportunity and disclosure laws, all predatory
        and abusive lending laws or unfair and deceptive practices laws applicable
        to
        the Mortgage Loan, including, without limitation, any provisions relating
        to
        Prepayment Penalties, have been complied with; the consummation of the
        transactions contemplated hereby will not involve the violation of any such
        laws
        or regulations. Originator shall maintain in its possession, available for
        the
        Purchaser’s inspection, and shall deliver to the Purchaser upon demand, evidence
        of compliance with all such requirements;

       

      (h)     No
        Satisfaction of Mortgage.
        The
        Mortgage has not been satisfied, canceled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such release, cancellation, subordination or rescission.
        The
        Originator has not waived the performance by the Mortgagor of any action,
        if the
        Mortgagor’s failure to perform such action would cause the Mortgage Loan to be
        in default, nor has the Originator waived any default resulting from any
        action
        or inaction by the Mortgagor;

       

      (i)     Location
        and Type of Mortgaged Property.
        The
        Mortgaged Property is a fee simple property located in the state identified
        in
        the Mortgage Loan Schedule except that with respect to real property located
        in
        jurisdictions in which the use of leasehold estates for residential properties
        is a widely-accepted practice, the Mortgaged Property may be a leasehold
        estate
        and consists of a single parcel of real property with a detached single family
        residence erected thereon, or a two- to four-family dwelling, or an individual
        residential condominium unit in a low-rise condominium project, or an individual
        unit in a planned unit development and that no residence or dwelling is (i)
        a
        mobile home or (ii) a manufactured home. As of the date of origination, no
        portion of the Mortgaged Property was used for commercial purposes, and since
        the date of origination, no portion of the Mortgaged Property has been used
        for
        commercial purposes; provided, that Mortgaged Properties which contain a
        home
        office shall not be considered as being used for commercial purposes as long
        as
        the Mortgaged Property has not been altered for commercial purposes and is
        not
        storing any chemicals or raw materials other than those commonly used for
        homeowner repair, maintenance and/or household purposes;

       

      (j)     Valid
        First or Second Lien.
        Each
        Mortgage is a valid and subsisting first or second lien of record on a single
        parcel of real estate constituting the Mortgaged Property, including all
        buildings and improvements on the Mortgaged Property and all installations
        and
        mechanical, electrical, plumbing, heating and air conditioning systems located
        in or annexed to such buildings, and all additions, alterations and replacements
        made at any time, with respect to the related Mortgage Loan, which exceptions
        are generally acceptable to prudent mortgage lending companies, and such
        other
        exceptions to which similar properties are commonly subject and which do
        not
        individually, or in the aggregate, materially and adversely affect the benefits
        of the security intended to be provided by such Mortgage. The lien of the
        Mortgage is subject only to:

       

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

       

      (ii)     covenants,
        conditions and restrictions, rights of way, easements and other matters of
        the
        public record as of the date of recording acceptable to prudent mortgage
        lending
        institutions generally and specifically referred to in the lender’s title
        insurance policy delivered to the originator of the Mortgage Loan and
        (A) specifically referred to or otherwise considered in the appraisal made
        for the originator of the Mortgage Loan or (B) which do not adversely
        affect the Appraised Value of the Mortgaged Property set forth in such
        appraisal;

       

      (iii)     with
        respect to each second lien Mortgage, the first or senior lien on the related
        Mortgaged Property; and 

       

      (iv)     other
        matters to which like properties are commonly subject which do not materially
        interfere with the benefits of the security intended to be provided by the
        Mortgage or the use, enjoyment, value or marketability of the related Mortgaged
        Property.

       

       

      Any
        security agreement, chattel mortgage or equivalent document related to and
        delivered in connection with the Mortgage Loan establishes and creates a
        valid,
        subsisting, enforceable and perfected first lien and first priority security
        interest on the property described therein and the Originator has full right
        to
        sell and assign the same to Purchaser;

       

      (k)     Validity
        of Mortgage Documents.
        The
        Mortgage Note and the Mortgage and any other agreement executed and delivered
        by
        a Mortgagor in connection with a Mortgage Loan are genuine, and each is the
        legal, valid and binding obligation of the maker thereof enforceable in
        accordance with its terms (including, without limitation, any provisions
        therein
        relating to Prepayment Penalties), except as such enforcement may be limited
        by
        bankruptcy, insolvency, reorganization, receivership, moratorium or other
        similar laws relating to or affecting the rights of creditors generally,
        and by
        general equity principles (regardless of whether such enforcement is considered
        a proceeding in equity or a law). All parties to the Mortgage Note, the Mortgage
        and any other such related agreement had legal capacity to enter into the
        Mortgage Loan and to execute and deliver the Mortgage Note, the Mortgage
        and any
        such agreement, and the Mortgage Note, the Mortgage and any other such related
        agreement have been duly and properly executed by other such related parties.
        The documents, instruments and agreements submitted for loan underwriting
        were
        not falsified and contain no untrue statement of material fact or omit to
        state
        a material fact required to be stated therein or necessary to make the
        information and statements therein not misleading. No fraud, error, omission,
        misrepresentation, gross negligence 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 or servicing of the Mortgage Loan. The
        Originator has reviewed all of the documents constituting the Servicing
        File;

       

      (l)     Full
        Disbursement of Proceeds.
        The
        Mortgage Loan has been closed and the proceeds of the Mortgage Loan have
        been
        fully disbursed and there is no requirement for future advances 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 were paid, and the Mortgagor is not entitled
        to
        any refund of any amounts paid or due under the Mortgage Note or
        Mortgage;

       

      (m)     Ownership.
        Immediately prior to the sale of the Mortgage Loan hereunder on the Closing
        Date, the Originator is the sole owner of record and holder of the Mortgage
        Loan
        and the indebtedness evidenced by each Mortgage Note and upon the sale of
        the
        Mortgage Loans to the Purchaser, the Originator will retain the Mortgage
        Files
        or any part thereof not delivered to the Custodian, the Purchaser or the
        Purchaser’s designee, in trust only for the purpose of servicing and supervising
        the servicing of each Mortgage Loan. The Mortgage Loan is not assigned or
        pledged, and the Originator has good, indefeasible and marketable title thereto,
        and has full right to transfer and sell the Mortgage Loan to the Purchaser
        free
        and clear of any encumbrance, equity, participation interest, lien, pledge,
        charge, claim or security interest, and has full right and authority subject
        to
        no interest or participation of, or agreement with, any other party, to sell
        and
        assign each Mortgage Loan pursuant to this Agreement and following the sale
        of
        each Mortgage Loan, the Purchaser will own such Mortgage Loan free and clear
        of
        any encumbrance, equity, participation interest, lien, pledge, charge, claim
        or
        security interest. The Originator intends to relinquish all rights to possess,
        control and monitor the Mortgage Loan. After the Closing Date, the Originator
        will have no right to modify or alter the terms of the sale of the Mortgage
        Loan
        and the Originator will have no obligation or right to repurchase the Mortgage
        Loan or substitute another Mortgage Loan, except as provided in this
        Agreement;

       

      (n)     Doing
        Business.
        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) (i) in compliance with any and all
        applicable licensing requirements of the laws of the state wherein the Mortgaged
        Property is located, and (ii) either (A) organized under the laws of
        such state, or (B) qualified to do business in such state, or (C) a
        federal savings and loan association, a savings bank or a national bank having
        a
        principal office in such state, or (iii) not doing business in such
        state;

       

      (o)     LTV.
        No
        Mortgage Loan
        was
        originated with an LTV greater than 100%;

       

      (p)     Title
        Insurance.
        The
        Mortgage Loan is covered by an ALTA lender’s title insurance policy, or with
        respect to any Mortgage Loan for which the related Mortgaged Property is
        located
        in California a CLTA lender’s title insurance policy, and each such title
        insurance policy is issued by a title insurer and qualified to do business
        in
        the jurisdiction where the Mortgaged Property is located, insuring the
        Originator, its successors and assigns, as to the first or second priority
        lien
        of the Mortgage in the original principal amount of the Mortgage Loan, subject
        only to the exceptions contained in clauses (i), (ii) and (iv) of paragraph
        (j)
        above and in the case of second liens, the exception contained in clause
        (iii)
        of paragraph (j) above, and in the case of Adjustable Rate Mortgage Loans,
        against any loss by reason of the invalidity or unenforceability of the lien
        resulting from the provisions of the Mortgage providing for adjustment to
        the
        Mortgage Interest Rate and Monthly Payment. Where required by state law or
        regulation, the Mortgagor has been given the opportunity to choose the carrier
        of the required mortgage title insurance. Additionally, such lender’s title
        insurance policy affirmatively insures ingress and egress, and against
        encroachments by or upon the Mortgaged Property or any interest therein.
        The
        title policy does not contain any special exceptions (other than the standard
        exclusions) for zoning and uses and has been marked to delete the standard
        survey exception or to replace the standard survey exception with a specific
        survey reading. The Originator, its successor and assigns, are the sole insureds
        of such lender’s title insurance policy, and such lender’s title insurance
        policy is valid and remains in full force and effect and will be in force
        and
        effect upon the consummation of the transactions contemplated by this Agreement.
        No claims are pending under such lender’s title insurance policy, and no prior
        holder of the related Mortgage, including the Originator, has done, by act
        or
        omission, anything which would impair the coverage of such lender’s title
        insurance policy, including without limitation, no unlawful fee, commission,
        kickback or other unlawful compensation or value of any kind has been or
        will be
        received, retained or realized by any attorney, firm or other person or entity,
        and no such unlawful items have been received, retained or realized by the
        Originator;

       

      (q)     No
        Defaults.
        As of
        the Closing Date, other than with respect to not more than 0.50% of the Mortgage
        Loans by outstanding principal balance and other than payment delinquencies
        of
        less than one month, there is no default, breach, violation or event which
        would
        permit 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
        which would permit acceleration, and as of the Closing Date neither the
        Originator nor any of its affiliates nor any of their respective predecessors,
        have waived any default, breach, violation or event which would permit
        acceleration; in addition, as of the Closing Date, no Mortgage Loan was in
        foreclosure, nor are foreclosure proceedings imminent with respect to any
        Mortgage Loan;

       

      (r)     No
        Mechanics’ Liens.
        As of
        the Closing Date, there are no mechanics’ or similar liens or claims which have
        been filed for work, labor or material (and no rights are outstanding that
        under
        law could give rise to such liens) affecting the related Mortgaged Property
        which are or may be liens prior to, or equal or coordinate with, the lien
        of the
        related Mortgage;

       

      (s)     Location
        of Improvements; No Encroachments.
        All
        improvements which were considered in determining the Appraised Value of
        the
        Mortgaged Property lay wholly within the boundaries and building restriction
        lines of the Mortgaged Property, and no improvements on adjoining properties
        encroach upon the Mortgaged Property. No improvement located on or being
        part of
        the Mortgaged Property is in violation of any applicable zoning law or
        regulation;

       

      (t)     Origination;
        Payment Terms.
        The
        Mortgage Loan was originated by a mortgagee approved by the Secretary of
        Housing
        and Urban Development pursuant to Sections 203 and 211 of the National Housing
        Act, savings and loan association, a savings bank, a commercial bank, credit
        union, insurance company or other similar institution which is supervised
        and
        examined by a federal or state authority. The documents, instruments and
        agreements submitted for loan underwriting were not falsified and contain
        no
        untrue statement of material fact or omit to state a material fact required
        to
        be stated therein or necessary to make the information and statements therein
        not misleading. No Mortgage Loan contains terms or provisions which would
        result
        in negative amortization. Principal payments on the Mortgage Loan (other
        than a
        Mortgage Loan that does not provide for payment of principal for a period
        of
        twenty-four to thirty-six months after the date of origination (such Mortgage
        Loan, an “Interest Only Mortgage Loan”)) commenced no more than sixty days after
        funds were disbursed in connection with the Mortgage Loan. The Mortgage Interest
        Rate as well as the Lifetime Rate Cap and the Periodic Mortgage Interest
        Rate
        Cap are as set forth on the Mortgage Loan Schedule. With respect to any Mortgage
        Loan other than an Interest Only Mortgage Loan and Balloon Mortgage Loans,
        the
        Mortgage Note is payable in equal monthly installments of principal and
        interest, which installments of interest, with respect to Adjustable Rate
        Mortgage Loans, are subject to change due to the adjustments to the Mortgage
        Interest Rate on each Mortgage Interest Rate Adjustment Date, with interest
        calculated and payable in arrears, sufficient to amortize the Mortgage Loan
        fully by the stated maturity date, over an original term of not more than
        thirty
        years from commencement of amortization. Each Balloon Mortgage Loan has an
        original term to maturity of 30 years and an amortization schedule of 40
        years.
        None of the Mortgage Loans allows for conversion of the interest rate thereon
        from an adjustable rate to a fixed rate. No Mortgage Loan is a simple interest
        mortgage loan;

       

      (u)     Customary
        Provisions.
        The
        Mortgage contains customary and enforceable provisions such as to render
        the
        rights and remedies of the holder thereof adequate for the realization against
        the Mortgaged Property of the benefits of the security provided thereby,
        including, (i) in the case of a Mortgage designated as a deed of trust, by
        trustee’s sale, and (ii) otherwise by judicial foreclosure. Upon default by
        a Mortgagor on a Mortgage Loan and foreclosure on, or trustee’s sale of, the
        Mortgaged Property pursuant to the proper procedures, the holder of the Mortgage
        Loan will be able to deliver good and merchantable title to the Mortgaged
        Property. There is no homestead or other exemption available to a Mortgagor
        which would interfere with the right to sell the Mortgaged Property at a
        trustee’s sale or the right to foreclose the Mortgage, subject to applicable
        federal and state laws and judicial precedent with respect to bankruptcy
        and
        right of redemption or similar law;

       

      (v)     Conformance
        with Underwriting Guidelines.
        The
        Mortgage Loan was underwritten in accordance with the Underwriting Guidelines
        in
        effect as of the date of origination of such Mortgage Loan (as described
        in the
        Prospectus Supplement). The Mortgage Note and Mortgage are on forms generally
        acceptable to Freddie Mac or Fannie Mae and the Originator has not made any
        representations to a Mortgagor that are inconsistent with the mortgage
        instruments used;

       

      (w)     Occupancy
        of the Mortgaged Property.
        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 and fire underwriting certificates, have been made
        or
        obtained from the appropriate authorities;

       

      (x)     No
        Additional Collateral.
        The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage and the security interest of any applicable
        security agreement or chattel mortgage referred to in clause (j)
        above;

       

      (y)     Deeds
        of Trust.
        In the
        event the Mortgage constitutes a deed of trust, a trustee, authorized and
        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 reconveyance of the deed of trust or a
        trustee’s sale after default by the Mortgagor;

       

      (z)     Condominiums/Planned
        Unit Developments.
        If the
        Mortgaged Property is a condominium unit or a planned unit development (other
        than a de minimis planned unit development) such condominium or planned unit
        development project is acceptable to Originator and underwritten in accordance
        with the Underwriting Guidelines;

       

      (aa)     Transfer
        of Mortgage Loans.
        The
        Assignment of Mortgage with respect to each Mortgage Loan is in recordable
        form
        and is acceptable for recording under the laws of the jurisdiction in which
        the
        Mortgaged Property is located. The transfer, assignment and conveyance of
        the
        Mortgage Notes and the Mortgages by the Originator is not subject to the
        bulk
        transfer or similar statutory provisions in effect in any applicable
        jurisdiction;

       

      (bb)     Due-On-Sale.
        The
        Mortgage contains an enforceable provision (except as such enforcement may
        be
        effected by bankruptcy and insolvency laws or by general principals of equity)
        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, and to the
        best
        of the Originator’s knowledge, such provision is enforceable;

       

      (cc)     Assumability.
        None of
        the Mortgage Loans are, by their terms, assumable;

       

      (dd)     No
        Buydown Provisions; No Graduated Payments or Contingent
        Interests.
        The
        Mortgage Loan does not contain provisions pursuant to which Monthly Payments
        are
        paid or partially paid with funds deposited in any separate account established
        by the Originator, the Mortgagor, or anyone on behalf of the Mortgagor, or
        paid
        by any source other than the Mortgagor nor does it contain 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;

       

      (ee)     Consolidation
        of Future Advances.
        Any
        future 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 lien priority,
        as applicable, by a title insurance policy, an endorsement to the policy
        insuring the mortgagee’s consolidated interest or by other title evidence. The
        consolidated principal amount does not exceed the original principal amount
        of
        the Mortgage Loan;

       

      (ff)     Mortgaged
        Property Undamaged; No Condemnation Proceedings.
        There
        is no proceeding pending or, to the best of the Originator’s knowledge,
        threatened for the total or partial condemnation of the Mortgaged Property.
        As
        of the Closing Date, the Mortgaged Property is undamaged by waste, fire,
        earthquake or earth movement, windstorm, flood, tornado or other casualty
        so as
        to affect adversely the value of the Mortgaged Property as security for the
        Mortgage Loan or the use for which the premises were intended and each Mortgaged
        Property is inhabitable under applicable state and local laws;

       

      (gg)     Collection
        Practices; Escrow Deposits; Interest Rate Adjustments.
        The
        origination, servicing and collection practices used by the Originator with
        respect to the Mortgage Loan have been in all respects in compliance with
        Accepted Servicing Practices, applicable laws and regulations, and have been
        in
        all respects legal and proper and prudent in the mortgage origination and
        servicing business. With respect to escrow deposits and Escrow Payments,
        all
        such payments are in the possession of, or under the control of, the Originator
        and there exist no deficiencies in connection therewith for which customary
        arrangements for repayment thereof have not been made. All Escrow Payments
        have
        been collected in full compliance with state and federal law and the provisions
        of the related Mortgage Note and Mortgage. An escrow of funds is not prohibited
        by applicable law and has been established in an amount sufficient to pay
        for
        every item that remains unpaid and has been assessed but is not yet due and
        payable. No escrow deposits or Escrow Payments or other charges or payments
        due
        the Originator have been capitalized under the Mortgage or the Mortgage Note.
        All Mortgage Interest Rate adjustments have been made in strict compliance
        with
        state and federal law and the terms of the related Mortgage and Mortgage
        Note on
        the related Interest Rate Adjustment Date. If, pursuant to the terms of the
        Mortgage Note, another index was selected for determining the Mortgage Interest
        Rate, the same index was used with respect to each Mortgage Note which required
        a new index to be selected, and such selection did not conflict with the
        terms
        of the related Mortgage Note. The Originator executed and delivered any and
        all
        notices required under applicable law and the terms of the related Mortgage
        Note
        and Mortgage regarding the Mortgage Interest Rate and the Monthly Payment
        adjustments. Any interest required to be paid pursuant to state, federal
        and
        local law has been properly paid and credited;

       

      (hh)     Conversion
        to Fixed Interest Rate.
        With
        respect to Adjustable Rate Mortgage Loans, the Mortgage Loan is not a
        Convertible Mortgage Loan;

       

      (ii)     No
        Violation of Environmental Laws.
        To the
        best of the Originator’s knowledge, the Mortgaged Property is free from any and
        all toxic or hazardous substances and there exists no violation of any local,
        state or federal environmental law, rule or regulation. To the best of the
        Originator’s knowledge, there is no pending action or proceeding directly
        involving the Mortgaged Property in which compliance with any environmental
        law,
        rule or regulation is an issue; there is no violation of any environmental
        law,
        rule or regulation with respect to the Mortgage Property; and nothing further
        remains to be done to satisfy in full all requirements of each such law,
        rule or
        regulation constituting a prerequisite to use and enjoyment of said
        property;

       

      (jj)     Servicemembers
        Civil Relief Act.
        The
        Mortgagor has not notified the Originator, and the Originator has no knowledge
        of any relief requested or allowed to the Mortgagor under the Servicemembers
        Civil Relief Act;

       

      (kk)     Appraisal.
        The
        Mortgage File contains an appraisal of the related Mortgaged Property signed
        prior to the approval of the Mortgage Loan application by a qualified appraiser,
        duly appointed by the related originator, who had no interest, direct or
        indirect in the Mortgaged Property or in any loan made on the security thereof,
        and whose compensation is not affected by the approval or disapproval of
        the
        Mortgage Loan, and the appraisal and appraiser both satisfy the requirements
        of
        the Financial Institutions Reform, Recovery, and Enforcement Act of 1989
        and the
        regulations promulgated thereunder, all as in effect on the date the Mortgage
        Loan was originated;

       

      (ll)     Disclosure
        Materials.
        The
        Mortgagor has received all disclosure materials required by, and the Originator
        has complied with, all applicable law with respect to the making of the Mortgage
        Loans;

       

      (mm)     Construction
        or Rehabilitation of Mortgaged Property.
        No
        Mortgage Loan was made in connection with the construction or rehabilitation
        of
        a Mortgaged Property or facilitating the trade-in or exchange of a Mortgaged
        Property;

       

      (nn)     Value
        of Mortgaged Property.
        The
        Originator has no knowledge of any circumstances existing that could reasonably
        be expected to adversely affect the value or the marketability of any Mortgaged
        Property or Mortgage Loan or to cause the Mortgage Loans to prepay during
        any
        period materially faster or slower than similar mortgage loans originated
        to the
        same Underwriting Guidelines held by the Originator generally secured by
        properties in the same geographic area as the related Mortgaged
        Property;

       

      (oo)     No
        Defense to Insurance Coverage.
        The
        Originator has caused or will cause to be performed any and all acts required
        to
        preserve the rights and remedies of the Purchaser in any insurance policies
        applicable to the Mortgage Loans including, without limitation, any necessary
        notifications of insurers, assignments of policies or interests therein,
        and
        establishments of coinsured, joint loss payee and mortgagee rights in favor
        of
        the Purchaser. No action has been taken or failed to be taken, no event has
        occurred and no state of facts exists or has existed on or prior to the Closing
        Date (whether or not known to the Originator on or prior to such date) which
        has
        resulted or will result in an exclusion from, denial of, or defense to coverage
        under any applicable, special hazard insurance policy, or bankruptcy bond
        (including, without limitation, any exclusions, denials or defenses which
        would
        limit or reduce the availability of the timely payment of the full amount
        of the
        loss otherwise due thereunder to the insured) whether arising out of actions,
        representations, errors, omissions, negligence, or fraud of the Originator,
        the
        related Mortgagor or any party involved in the application for such coverage,
        including the appraisal, plans and specifications and other exhibits or
        documents submitted therewith to the insurer under such insurance policy,
        or for
        any other reason under such coverage, but not including the failure of such
        insurer to pay by reason of such insurer’s breach of such insurance policy or
        such insurer’s financial inability to pay;

       

      (pp)     Escrow
        Analysis.
        With
        respect to each Mortgage with an Escrow Account, the Originator has within
        the
        last twelve months (unless such Mortgage was originated within such twelve
        month
        period) analyzed the required Escrow Payments for each Mortgage and adjusted
        the
        amount of such payments so that, assuming all required payments are timely
        made,
        any deficiency will be eliminated on or before the first anniversary of such
        analysis, or any overage will be refunded to the Mortgagor, in accordance
        with
        RESPA and any other applicable law;

       

      (qq)     Prior
        Servicing.
        Each
        Mortgage Loan has been serviced in all material respects in compliance with
        Accepted Servicing Practices and the Originator has reported or caused to
        be
        reported, the Mortgagor credit files to each of the three primary credit
        repositories monthly in a timely manner;

       

      (rr)     Leaseholds.
        If the
        Mortgage Loan is secured by a long-term residential lease, (i) the lessor
        under
        the lease holds a fee simple interest in the land; (ii) the terms of such
        lease
        expressly permit the mortgaging of the leasehold estate, the assignment of
        the
        lease without the lessor’s consent and the acquisition by the holder of the
        Mortgage of the rights of the lessee upon foreclosure or assignment in lieu
        of
        foreclosure or provide the holder of the Mortgage with substantially similar
        protections; (iii) the terms of such lease do not (A) allow the termination
        thereof upon the lessee’s default without the holder of the Mortgage being
        entitled to receive written notice of, and opportunity to cure, such default,
        (B) allow the termination of the lease in the event of damage or destruction
        as
        long as the Mortgage is in existence, (C) prohibit the holder of the Mortgage
        from being insured (or receiving proceeds of insurance) under the hazard
        insurance policy or policies relating to the Mortgaged Property or (D) permit
        any increase in rent other than pre-established increases set forth in the
        lease; (iv) the original term of such lease is not less than 15 years; (v)
        the
        term of such lease does not terminate earlier than five years after the maturity
        date of the Mortgage Note; and (vi) the Mortgaged Property is located in
        a
        jurisdiction in which the use of leasehold estates in transferring ownership
        in
        residential properties is a widely accepted practice;

       

      (ss)     Prepayment
        Penalty.
        The
        Mortgage Loan is subject to a prepayment penalty as provided in the related
        Mortgage Note except as set forth on the Mortgage Loan Schedule. With respect
        to
        each Mortgage Loan that has a prepayment penalty feature, each such prepayment
        penalty is enforceable and will be enforced by the Originator, as servicer
        of
        the Mortgage Loan, for the benefit of the Purchaser, and each prepayment
        penalty
        is permitted pursuant to federal, state and local law. Each
        such
        prepayment penalty
        is
        in an
        amount equal to the maximum amount permitted under applicable law and no
        such
        prepayment penalty may be imposed for a term in excess of three (3) years.
        With
        respect to any Mortgage Loan that contains a provision permitting imposition
        of
        a prepayment penalty upon a prepayment prior to maturity: (i) prior to the
        loan’s origination, the borrower agreed to such prepayment penalty in exchange
        for a monetary benefit, including but not limited to a rate or fee reduction,
        (ii) originator has available programs that offered the option of obtaining
        a
        mortgage loan that did not require payment of such a prepayment penalty and
        prior to the Mortgage Loan’s origination, the Mortgage Loan was available to the
        Mortgagor with and without the prepayment penalty, (iii) the prepayment penalty
        was disclosed to the borrower in the loan documents pursuant to applicable
        state
        and federal law, and (iv) notwithstanding any state or federal law to the
        contrary, the Servicer shall not impose such prepayment penalty in any instance
        when the mortgage debt is accelerated as the result of the borrower’s default in
        making the loan payments;

       

      (tt)     Predatory
        Lending Regulations.
        None of
        the Mortgage Loans are (i) subject to the Home Ownership and Equity Protection
        Act of 1994 as amended or (ii) in violation of, or classified as “high cost”,
“threshold”, “covered”, “high risk” or “predatory” loans under, any other
        applicable state, federal 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);

       

      (uu)     Single-Premium
        Credit Life Insurance Policy.
        In
        connection with the origination of any Mortgage Loan, no proceeds from any
        Mortgage Loan were used to finance or acquire single-premium credit insurance
        policies. No Mortgagor was required to purchase any credit life, disability,
        accident or health insurance product as a condition of obtaining the extension
        of credit. No Mortgagor obtained a prepaid single-premium credit life, credit
        disability, credit unemployment, credit property, accident or health insurance
        policy in connection with the origination of the Mortgage Loan;

       

      (vv)     Tax
        Service Contract; Flood Certification Contract.
        Each
        Mortgage Loan is covered by a paid in full, life of loan, tax service contract
        and a paid in full, life of loan, flood certification contract and each of
        these
        contracts is assignable to the Purchaser;

       

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

       

      (xx)     Regarding
        the Mortgagor.
        The
        Mortgagor is one or more natural persons and/or trustees for an Illinois
        land
        trust;

       

      (yy)     Recordation.
        Each
        original Mortgage was recorded and, except for those Mortgage Loans subject
        to
        the MERS identification system, all subsequent assignments of the original
        Mortgage (other than the assignment to the Purchaser) have been recorded
        in the
        appropriate jurisdictions wherein such recordation is necessary to perfect
        the
        lien thereof as against creditors of the Originator, or is in the process
        of
        being recorded;

       

      (zz)     Credit
        Scores.
        Except
        as permitted by the Underwriting Guidelines, each Mortgagor has a non-zero
        credit score;

       

      (aaa)     Compliance
        with Anti-Money Laundering Laws.
        The
        Originator 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”);
        to
        the extent required to comply with the Anti-Money Laundering Laws, as of
        the
        Closing Date, the Originator 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 property in question, and maintains, and will
        maintain, sufficient information to identify the applicable Mortgagor for
        purposes of the Anti-Money Laundering Laws;

       

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

       

      (ccc)     New
        York State Banking Law.
        There
        is no Mortgage Loan that (a) is secured by property located in the State
        of New
        York; (b) had an original principal balance of $300,000 or less, and (c)
        has an
        application date on or after April 1, 2003, the terms of which loan equal
        or
        exceed either the annual percentage rate or the points and fees threshold
        for
“high-cost home loans,” as defined in Section 6-L of the New York State Banking
        Law;

       

      (ddd)     New
        Jersey Mortgage Loans.
        All
        Mortgage Loans originated in New Jersey on or after November 27, 2003 are
        ratable by Standard & Poor’s and Moody’s;

       

      (eee)     New
        Mexico Mortgage Loans.
        There
        is no Mortgage Loan that was originated on or after January 1, 2004, and
        is a
“high-cost” loan subject to the New Mexico Home Loan Protection
        Act.

       

      (fff)     Arkansas
        Mortgage Loans.
        No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the Arkansas Home Loan
        Protection Act effective July 16, 2003 (Act 1340 of 2003); 

       

      (ggg)     Kentucky
        Mortgage Loans.
        No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the Kentucky high-cost
        home loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
        

       

      (hhh)     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.);
        

       

      (iii)     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); 

       

      (jjj)     No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Indiana Home Loan
        Practices Act, effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1
        through
        24-9-9);

       

      (kkk)     MERS
        Designations.
        With
        respect to each MERS Designated Mortgage Loan, the Originator has designated
        the
        Custodian as the Investor and no Person is listed as Interim Funder on the
        MERS®
System;

       

      (lll)     Delivery
        to the Custodian.
        The
        Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
        required to be delivered with respect to each Mortgage Loan pursuant to this
        Agreement and the Pooling and Servicing Agreement, have been delivered to
        the
        Trust Administrator in its capacity as Custodian all in compliance with the
        specific requirements of this Agreement and the Pooling and Servicing
        Agreement;

       

      (mmm)     Reports.
        On or
        prior to the Closing Date, the Originator has provided the Custodian and
        the
        Purchaser with a MERS Report listing the Custodian as the Investor with respect
        to each MERS Designated Mortgage Loan;

       

      (nnn)     Payoffs.
        No
        Mortgage Loans prepaid in full prior to the Closing Date;

       

      (ooo)     Credit
        Information.
        As to
        each consumer report (as defined in the Fair Credit Reporting Act, Public
        Law
        91-508) or other credit information furnished by the Originator to the
        Purchaser, the Originator has full right and authority and is not precluded
        by
        law or contract from furnishing such information to the Purchaser and the
        Purchaser is not precluded by the terms of the Mortgage Loan Documents from
        furnishing the same to any subsequent or prospective purchaser of such Mortgage.
        The Originator shall hold the Purchaser harmless from any and all damages,
        losses, costs and expenses (including attorney’s fees) arising from disclosure
        of credit information in connection with the Purchaser’s secondary marketing
        operations and the purchase and sale of mortgages. The Originator has or
        has
        caused the related servicer to, for each Mortgage Loan, 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 (three of the credit repositories), on a monthly basis;

       

      (ppp)     Origination
        Practices.
        Each
        Mortgagor was assigned the highest credit grade available with respect to
        a
        mortgage loan product offered by such Mortgage Loan’s originator, taking into
        account the credit history, debt to income ratio and loan requirement of
        such
        Mortgagor;

       

      (qqq)     No
        Arbitration Provision.
        No
        mortgage loan originated on or after August 1, 2004 requires the borrower
        to
        submit to arbitration to resolve any dispute arising out of or relating in
        any
        way to the mortgage loan transaction;

       

      (rrr)     S&P
        Glossary.
        No
        Mortgage 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 5.6c Revised, Appendix E) and no Mortgage Loan originated on
        or
        after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair
        Lending Act; and

       

      (sss)     Manufactured
        Housing.
        No
        manufactured home securing any manufactured housing contract is other than
        a
        "single family residence" as defined in section 25(e)(10) of the Code, i.e.,
        it
        is used as a single family residence, has a minimum living space of 400 square
        feet and a minimum width of over 102 inches and is of the kind customarily
        used
        at a fixed location. The manufactured home securing each manufactured housing
        contract is a "manufactured home" as defined in 42 U.S.C. section
        5402(6).

       

      (ttt)     Points
        and Fees.
        All
        points and fees related to each Mortgage Loan were disclosed in writing to
        the
        borrower in accordance with applicable state and federal law and
        regulation.

       

      II. Except
        in
        the case of a Group 1 Mortgage Loan in an original principal amount of less
        than
        $60,000 which would have resulted in an unprofitable origination, no borrower
        under a Group 1 Mortgage Loan was charged “points and fees” (whether or not
        financed) in an amount greater than 5% of the principal amount of such loan,
        such 5% limitation is calculated in accordance with Fannie Mae’s anti-predatory
        lending requirements as set forth in the Fannie Mae Selling Guide.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

      EXHIBIT A

       

      FORM
        OF
        CLASS [A] [M] 

       

       

      UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
        TO
        ISSUER 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 REPRESENTS AN INTEREST
        IN
        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”),
        AND
        CERTAIN OTHER ASSETS.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE TRUST ADMINISTRATOR WITH (A) A REPRESENTATION TO
        THE
        EFFECT THAT SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR SIMILAR LAW (COLLECTIVELY, A
“PLAN”), NOR A PERSON ACTING FOR, ON BEHALF OF OR WITH THE ASSETS OF, ANY SUCH
        PLAN, OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE, THE TRUST
        ADMINISTRATOR AND THE SERVICER, AND UPON WHICH THE DEPOSITOR, THE TRUSTEE,
        THE
        TRUST ADMINISTRATOR, THE MASTER SERVICER AND THE SERVICER SHALL BE ENTITLED
        TO
        RELY, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE
        PROSPECTIVE TRANSFEREE (I) IS PERMISSIBLE UNDER APPLICABLE LAW, (II) WILL
        NOT
        RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION
        4975 OF THE CODE OR SIMILAR LAW AND (III) WILL NOT SUBJECT THE DEPOSITOR,
        THE
        TRUSTEE, THE SWAP ADMINISTRATOR, THE TRUST ADMINISTRATOR, THE MASTER SERVICER
        OR
        THE SERVICER TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
        LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE IN ADDITION TO THOSE
        UNDERTAKEN BY SUCH ENTITIES IN THE POOLING AND SERVICING AGREEMENT, WHICH
        OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE DEPOSITOR, THE TRUSTEE,
        THE
        TRUST ADMINISTRATOR, THE MASTER SERVICER, THE SERVICER, THE SWAP ADMINISTRATOR
        OR THE TRUST FUND. A TRANSFEREE OF A BOOK-ENTRY CERTIFICATE SHALL BE DEEMED
        TO
        HAVE MADE A REPRESENTATION AS REQUIRED HEREIN.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      


      
        	
                 

                Certificate
                  No.

              	
                 

                :

              	 
	
                 

                Cut-off
                  Date

              	
                 

                :

              	
                May
                  1, 2006

              
	
                 

                First
                  Distribution Date

              	
                 

                :

              	
                The
                  Distribution Date in June, 2006

              
	
                 

                Initial
                  Certificate Balance of this Certificate (“Denomination”)

              	
                 

                :

              	 
	
                 

                Initial
                  Certificate Balances of all Certificates of this Class

              	
                 

                :

              	
                Class

              	
                Principal
                  Amount

              
	 	 	
                1-A-1

              	
                $

              	
                235,410,000

              
	 	 	
                1-A-2

              	
                $

              	
                58,847,000

              
	 	 	
                2-A-1

              	
                $

              	
                169,871,000

              
	 	 	
                2-A-2

              	
                $

              	
                115,101,000

              
	 	 	
                2-A-3

              	
                $

              	
                134,034,000

              
	 	 	
                2-A-4

              	
                $

              	
                42,303,000

              
	 	 	
                M-1

              	
                $

              	
                71,725,000

              
	 	 	
                M-2

              	
                $

              	
                19,651,000

              
	 	 	
                M-3

              	
                $

              	
                18,177,000

              
	 	 	
                M-4

              	
                $

              	
                17,686,000

              
	 	 	
                M-5

              	
                $

              	
                16,212,000

              
	 	 	
                M-6

              	
                $

              	
                15,721,000

              
	 	 	
                M-7

              	
                $

              	
                13,264,000

              
	 	 	
                M-8

              	
                $

              	
                10,808,000

              
	 	 	
                M-9

              	
                $

              	
                8,352,000

              
	 	 	
                M-10

              	
                $

              	
                9,825,000

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 
	
                 

                CUSIP

              	
                 

                :

              	
                Class

              	
                CUSIP
                  No.

              
	 	 	
                1-A-1

              	
                35729RAA4

              
	 	 	
                1-A-2

              	
                35729RAB2

              
	 	 	
                2-A-1

              	
                35729RAC0

              
	 	 	
                2-A-2

              	
                35729RAD8

              
	 	 	
                2-A-3

              	
                35729RAE6

              
	 	 	
                2-A-4

              	
                35729RAF3

              
	 	 	
                M-1

              	
                35729RAG1

              
	 	 	
                M-2

              	
                35729RAH9

              
	 	 	
                M-3

              	
                35729RAJ5

              
	 	 	
                M-4

              	
                35729RAK2

              
	 	 	
                M-5

              	
                35729RAL0

              
	 	 	
                M-6

              	
                35729RAM8

              
	 	 	
                M-7

              	
                35729RAN6

              
	 	 	
                M-8

              	
                35729RAP1

              
	 	 	
                M-9

              	
                35729RAQ9

              
	 	 	
                M-10

              	
                35729RAR7

              
	
                 

                ISIN

              	
                 

                :

              	
                1-A-1

              	
                US35729RAA41

              
	 	 	
                1-A-2

              	
                US35729RAB24

              
	 	 	
                2-A-1

              	
                US35729RAC07

              
	 	 	
                2-A-2

              	
                US35729RAD89

              
	 	 	
                2-A-3

              	
                US35729RAE62

              
	 	 	
                2-A-4

              	
                US35729RAF38

              
	 	 	
                M-1

              	
                US35729RAG11

              
	 	 	
                M-2

              	
                US35729RAH93

              
	 	 	
                M-3

              	
                US35729RAJ59

              
	 	 	
                M-4

              	
                US35729RAK23

              
	 	 	
                M-5

              	
                US35729RAL06

              
	 	 	
                M-6

              	
                US35729RAM88

              
	 	 	
                M-7

              	
                US35729RAN61

              
	 	 	
                M-8

              	
                US35729RAP10

              
	 	 	
                M-9

              	
                US35729RAQ92

              
	 	 	
                M-10

              	
                US35729RAR75

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      FINANCIAL
        ASSET SECURITIES CORP.

       

      Fremont
        Home Loan Trust

      Asset-Backed
        Certificates, Series 2006-A

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class.

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein.
        Accordingly, the Certificate Balance at any time may be less than the
        Certificate Balance as set forth herein. This Certificate does not evidence
        an
        obligation of, or an interest in, and is not guaranteed by the Depositor,
        the
        Servicer, the Trust Administrator, the Master Servicer or the Trustee referred
        to below or any of their respective affiliates. Neither this Certificate
        nor the
        Mortgage Loans are guaranteed or insured by any governmental agency or
        instrumentality.

       

      This
        certifies that CEDE & CO. is the registered owner of the Percentage Interest
        evidenced by this Certificate (obtained by dividing the denomination of this
        Certificate by the aggregate of the denominations of all Certificates of
        the
        Class to which this Certificate belongs) in certain monthly distributions
        pursuant to a Pooling and Servicing Agreement, dated as of May 1, 2006 (the
        “Agreement”),
        among
        Financial Asset Securities Corp., as depositor (the “Depositor”),
        Fremont Investment & Loan, as sponsor, originator and servicer
        (“Fremont”),
        Wells
        Fargo Bank, N.A., as master servicer, trust administrator and swap
        administrator, and HSBC Bank USA, National 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.

       

      No
        transfer of a Certificate of this Class shall be made, except as provided
        in
        section 5.02 of the Agreement, unless the Trustee and the Trust Administrator
        shall have received a representation letter from the transferee of such
        Certificate, acceptable to and in form and substance satisfactory to the
        Trustee
        and the Trust Administrator, to the effect that such transferee is not an
        employee benefit plan subject to Section 406 of ERISA, Section 4975 of the
        Code
        or any materially similar provisions of applicable Federal, state or local
        law
        (“Similar
        Law”),
        or a
        person acting on behalf of or investing plan assets of any such plan, which
        representation letter shall not be an expense of the Trustee, the Trust
        Administrator or the Trust Fund.

       

      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 signatory
        of the
        Trust Administrator.

       

      


       

      * * *

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        __________, 2006

      


      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Trust Administrator

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

      


      


      


      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Classes of Certificates referred to in the within-mentioned
        Agreement.

       

      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      FINANCIAL
        ASSET SECURITIES CORP.

      Fremont
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates

       

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Fremont Home Loan Trust 2006-A Asset-Backed Certificates, of the Series
        specified on the face hereof (herein collectively called the “Certificates”),
        and
        representing a beneficial ownership interest in the Trust Fund 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 day is not a Business Day, the Business Day
        immediately following (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. The Record Date applicable
        to
        each Distribution Date is the Business Day immediately preceding such
        Distribution Date; provided,
        however,
        that
        for any Definitive Certificates, the Record Date shall be the last Business
        Day
        of the month next preceding the month of such Distribution Date.

       

      Distributions
        on this Certificate shall be made by wire transfer of immediately available
        funds to the account of the Holder hereof at a bank or other entity having
        appropriate facilities therefor, if such Certificateholder shall have so
        notified the Trust Administrator in writing at least five Business Days prior
        to
        the related Record Date and such Certificateholder shall satisfy the conditions
        to receive such form of payment set forth in the Agreement, or, if not, by
        check
        mailed by first class mail to the address of such Certificateholder
        appearing in the Certificate Register. The final distribution on each
        Certificate will be made in like manner, but only upon presentment and surrender
        of such Certificate at the offices designated by the Trust Administrator
        for
        such purposes, or such other location 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 Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Sponsor, the Originator, the
        Servicer, the Master Servicer, the Trust Administrator, the Swap Administrator
        and the Trustee with the consent of the Holders of Certificates affected
        by such
        amendment evidencing the requisite Percentage Interest, as provided 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 Trust Administrator upon surrender of this Certificate for registration
        of
        transfer at the offices designated by the Trust Administrator for such purposes
        or the office or agency maintained by the Trust Administrator, accompanied
        by a
        written instrument of transfer in form satisfactory to the Trust Administrator
        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 Fund 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 Swap Administrator, the
        Trust
        Administrator and the Trustee and any agent of the Depositor, the Servicer,
        the
        Master Servicer, the Swap Administrator, 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 neither the Depositor, the Servicer, the Master
        Servicer, the Swap Administrator, the Trust Administrator, the Trustee, nor
        any
        such agent shall be affected by any notice to the contrary.

       

      On
        any
        Distribution Date on which the aggregate Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Pool Principal
        Balance, the Person specified in Section 9.01 of the Agreement will have
        the option to repurchase, in whole, from the Trust Fund all remaining Mortgage
        Loans and all property acquired in respect of the Mortgage Loans at a purchase
        price determined as provided in the Agreement. The obligations and
        responsibilities created by the Agreement will terminate as provided in
        Section 9.01 of the Agreement.

       

      Any
        term
        used herein that is defined in the Agreement shall have the meaning assigned
        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 Fund.

       

      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:  	 


      

       

       

      Signature
        by or on behalf of assignor


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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__________________________________,  the
        assignee named above, or ________________________________________________________
        as
        its
        agent.

       

      


       

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT B

       

      FORM
        OF
        CLASS [P] CERTIFICATE

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
        TRANSFEROR DELIVERS TO THE TRUSTEE AND THE TRUST ADMINISTRATOR A TRANSFEROR
        LETTER IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND
        EITHER (i) THE TRUSTEE AND THE TRUST ADMINISTRATOR RECEIVE A RULE 144A
        LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR
        (ii) THE TRUSTEE AND THE TRUST ADMINISTRATOR RECEIVE AN OPINION OF COUNSEL,
        DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE
        WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

      


      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST
        IN
        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”), AND CERTAIN OTHER
        ASSETS.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE TRUST ADMINISTRATOR WITH (A) A REPRESENTATION TO
        THE
        EFFECT THAT SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR SIMILAR LAW (COLLECTIVELY, A
“PLAN”), NOR A PERSON ACTING FOR, ON BEHALF OF OR WITH THE ASSETS OF, ANY SUCH
        PLAN, OR (B) AN OPINION OF COUNSEL UPON WHICH THE DEPOSITOR, THE TRUSTEE,
        THE
        MASTER SERVICER AND THE SERVICER SHALL BE ENTITLED TO RELY, TO THE EFFECT
        THAT
        THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE
        (I) IS
        PERMISSIBLE UNDER APPLICABLE LAW, (II) WILL NOT RESULT IN A NON-EXEMPT
        PROHIBITED TRANSACTION UNDER ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW
        AND
        (III) WILL NOT SUBJECT THE DEPOSITOR, THE TRUSTEE, THE TRUST ADMINISTRATOR,
        THE
        SWAP ADMINISTRATOR, THE MASTER SERVICER OR THE SERVICER TO ANY OBLIGATION
        OR
        LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975
        OF
        THE CODE) IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING
        AND
        SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF
        THE
        TRUSTEE, THE DEPOSITOR, THE TRUST ADMINISTRATOR, THE MASTER SERVICER, THE
        SERVICER, THE SWAP ADMINISTRATOR OR THE TRUST FUND.

      


      
        	
                 

                Certificate
                  No.

              	
                 

                :

              	
                 

                1

              
	
                Cut-off
                  Date

              	
                :

              	
                May
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                The
                  Distribution Date in June, 2006

              
	
                Percentage
                  Interest of this Certificate (“Denomination”)

              	
                :

              	
                [100]%

              
	
                CUSIP

              	
                :

              	 
	
                ISIN

              	
                :

              	 


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      FINANCIAL
        ASSET SECURITIES CORP.

       

      Fremont
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates, Series 2006-A

       

      Class [P]

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class.

       

      Distributions
        in respect of this Certificate are distributable monthly as set forth herein.
        This Certificate does not evidence an obligation of, or an interest in, and
        is
        not guaranteed by the Depositor, the Servicer, the Trust Administrator, the
        Master Servicer or the Trustee referred to below or any of their respective
        affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed
        or
        insured by any governmental agency or instrumentality.

       

      This
        certifies that [_____________________] is the registered owner of the Percentage
        Interest evidenced by this Certificate (obtained by dividing the denomination
        of
        this Certificate by the aggregate of the denominations of all Certificates
        of
        the Class to which this Certificate belongs) in certain monthly distributions
        pursuant to a Pooling and Servicing Agreement dated as of May 1, 2006 (the
        “Agreement”)
        among
        Financial Asset Securities Corp., as depositor (the “Depositor”),
        Fremont Investment & Loan, as sponsor, originator and servicer
        (“Fremont”),
        Wells
        Fargo Bank, N.A., as master servicer, trust administrator and swap administrator
        (the “Trust
        Administrator”),
        and
        HSBC Bank USA, National 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 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 offices
        designated by the Trust Administrator for such purpose, or the office or
        agency
        maintained by the Trust Administrator.

       

      No
        transfer of a Certificate of this Class 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 such laws. In the event of any such transfer, the Trustee and the Trust
        Administrator shall require the transferor to execute a transferor certificate
        (in substantially the form attached to the Pooling and Servicing Agreement)
        and
        deliver either (i) a Rule 144A Letter, in either case substantially in
        the form attached to the Agreement, or (ii) a written Opinion of Counsel to
        the Trustee and the Trust Administrator 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 be an expense of the transferor.

       

      No
        transfer of a Certificate of this Class shall be made, except as provided
        in
        section 5.02 of the Agreement, unless the Trustee and the Trust Administrator
        shall have received a representation letter from the transferee of such
        Certificate, acceptable to and in form and substance satisfactory to the
        Trustee
        and the Trust Administrator, to the effect that such transferee is not an
        employee benefit plan subject to Title I of ERISA, Section 4975 of the
        Code or any materially similar provisions of applicable Federal, state or
        local
        law (“Similar
        Law”),
        or a
        person acting on behalf of or investing plan assets of any such plan, which
        representation letter shall not be an expense of the Trustee, the Trust
        Administrator or the Trust Fund.

       

      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 signatory
        of the
        Trust Administrator.

       

      


       

      * * *

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        ___________, 2006

       

      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Trust Administrator

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Classes of Certificates referred to in the within-mentioned
        Agreement.

       

      


       

      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FINANCIAL
        ASSET SECURITIES CORP.

      Fremont
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates

       

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Fremont Home Loan Trust 2006-A Asset-Backed Certificates, of the Series
        specified on the face hereof (herein collectively called the “Certificates”),
        and
        representing a beneficial ownership interest in the Trust Fund 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 day is not a Business Day, the Business Day
        immediately following (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. The Record Date applicable
        to
        each Distribution Date is the Business Day immediately preceding such
        Distribution Date; provided,
        however,
        that
        for any Definitive Certificates, the Record Date shall be the last Business
        Day
        of the month next preceding the month of such Distribution Date.

       

      Distributions
        on this Certificate shall be made by wire transfer of immediately available
        funds to the account of the Holder hereof at a bank or other entity having
        appropriate facilities therefor, if such Certificateholder shall have so
        notified the Trust Administrator in writing at least five Business Days prior
        to
        the related Record Date and such Certificateholder shall satisfy the conditions
        to receive such form of payment set forth in the Agreement, or, if not, by
        check
        mailed by first class mail to the address of such Certificateholder
        appearing in the Certificate Register. The final distribution on each
        Certificate will be made in like manner, but only upon presentment and surrender
        of such Certificate at the offices designated by the Trust Administrator
        for
        such purposes, or such other location 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 Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Originator, the Servicer, the
        Master
        Servicer, the Trust Administrator, the Swap Administrator and the Trustee
        with
        the consent of the Holders of Certificates affected by such amendment evidencing
        the requisite Percentage Interest, as provided 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 Trust Administrator upon surrender of this Certificate for registration
        of
        transfer at the offices designated by the Trust Administrator for such purposes
        or the office or agency maintained by the Trust Administrator, accompanied
        by a
        written instrument of transfer in form satisfactory to the Trust Administrator
        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 Fund 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 Swap Administrator, the
        Trust
        Administrator and the Trustee and any agent of the Depositor, the Servicer,
        the
        Master Servicer, the Swap Administrator, 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 neither the Depositor, the Servicer, the Master
        Servicer, the Swap Administrator, the Trust Administrator, the Trustee, nor
        any
        such agent shall be affected by any notice to the contrary.

       

      On
        any
        Distribution Date on which the aggregate Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Pool Principal
        Balance, the Person specified in Section 9.01 of the Agreement will have
        the option to repurchase, in whole, from the Trust Fund all remaining Mortgage
        Loans and all property acquired in respect of the Mortgage Loans at a purchase
        price determined as provided in the Agreement. The obligations and
        responsibilities created by the Agreement will terminate as provided in
        Section 9.01 of the Agreement.

       

      Any
        term
        used herein that is defined in the Agreement shall have the meaning assigned
        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 Fund.

       

      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:  	 


      

       

       

      Signature
        by or on behalf of assignor


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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__________________________________, the
        assignee named above,  or ___________________________________________
        as
        its
        agent.

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT C

       

      


       

      FORM
        OF
        CLASS [R] [R-X] CERTIFICATE

       

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

       

      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.

       

      NEITHER
        THIS
        CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
        TRANSFEROR DELIVERS TO THE TRUSTEE AND THE TRUST ADMINISTRATOR A TRANSFEROR
        LETTER IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND
        EITHER (I) THE TRUSTEE AND THE TRUST ADMINISTRATOR RECEIVE A RULE 144A
        LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR
        (II) THE TRUSTEE AND THE TRUST ADMINISTRATOR RECEIVE AN OPINION OF COUNSEL,
        DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE
        WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE TRUST ADMINISTRATOR WITH A REPRESENTATION TO THE
        EFFECT
        THAT SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
        ACT OF
        1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
        1986, AS AMENDED (THE “CODE”), (COLLECTIVELY, A “PLAN”) NOR A PERSON ACTING FOR,
        ON BEHALF OF OR WITH THE ASSETS OF, ANY SUCH PLAN.

      


      
        	
                Certificate
                  No.

              	
                :

              	
                1

              
	
                Cut-off
                  Date

              	
                :

              	
                May
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                The
                  Distribution Date in June, 2006

              
	
                Percentage
                  Interest of this Certificate (“Denomination”)

              	
                :

              	
                [100]%

              
	
                CUSIP

              	
                :

              	
                Class

              	
                CUSIP
                  No.

              
	 	 	
                R

              	
                [_______]

              
	 	 	
                R-X

              	
                [_______]

              
	 	 	 	 
	
                ISIN

              	
                :

              	
                Class

              	
                ISIN
                  No.

              
	 	 	
                R

              	
                [_______]

              
	 	 	
                R-X

              	
                [_______]

              


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      FINANCIAL
        ASSET SECURITIES CORP.

       

      Fremont
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates, Series 2006-A

       

      Class [R]
        [R-X]

       

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class.

       

      Distributions
        in respect of this Certificate are distributable monthly as set forth herein.
        This Class [R] [R-X] Certificate has no Certificate Balance and is not
        entitled to distributions in respect of principal or interest. This Certificate
        does not evidence an obligation of, or an interest in, and is not guaranteed
        by
        the Depositor, the Sponsor, the Originator, the Servicer, the Trust
        Administrator, the Swap Administrator, the Master Servicer or the Trustee
        referred to below or any of their respective affiliates. Neither this
        Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
        agency or instrumentality.

       

      This
        certifies that [_____________________] is the registered owner of the Percentage
        Interest specified above of any monthly distributions due to the Class [R]
        [R-X] Certificates pursuant to a Pooling and Servicing Agreement dated as
        of May
        1, 2006 (the “Agreement”)
        among
        Financial Asset Securities Corp., as depositor (the “Depositor”),
        Fremont Investment & Loan, as sponsor, orginator and servicer (“Fremont”),
        Wells
        Fargo Bank, N.A., as master servicer (the “Master
        Servicer”),
        trust
        administrator (the “Trust
        Administrator”)
        and
        swap administrator (the “Swap
        Administrator”),
        and
        HSBC Bank USA, National 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.

       

      Any
        distribution of the proceeds of any remaining assets of the Trust Fund will
        be
        made only upon presentment and surrender of this Class [R] [R-X]
        Certificate at the offices designated by the Trust Administrator for such
        purposes or the office or agency maintained by the Trust
        Administrator.

       

      No
        transfer of a Certificate of this Class 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 such laws. In the event of any such transfer, the Trustee and the Trust
        Administrator shall require the transferor to execute a transferor certificate
        (in substantially the form attached to the Pooling and Servicing Agreement)
        and
        deliver either (i) a Rule 144A Letter, in either case substantially in
        the form attached to the Agreement, or (ii) a written Opinion of Counsel to
        the Trustee and the Trust Administrator 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 be an expense of the transferor.

       

      No
        transfer of a Class [R] [R-X] Certificate shall be made unless the Trust
        Administrator shall have received a representation letter from the transferee
        of
        such Certificate to the effect that such transferee is not an employee benefit
        plan or arrangement subject to Title I of ERISA, a plan or arrangement subject
        to Section 4975 of the Code or a plan subject to Similar Law, or a person
        acting on behalf of any such plan or arrangement nor using the assets of
        any
        such plan or arrangement to effect such transfer, which representation letter
        shall not be an expense of the Trustee, the Servicer or the Trust Fund. In
        the
        event that such representation is violated, or any attempt is made to transfer
        to a plan or arrangement subject to Title I of ERISA or a plan subject to
        Section 4975 of the Code or a plan subject to Similar Law, or a person
        acting on behalf of any such plan or arrangement or using the assets of any
        such
        plan or arrangement, such attempted transfer or acquisition shall be void
        and of
        no effect.

       

      Each
        Holder of this Class [R] [R-X] Certificate shall be deemed by the
        acceptance or acquisition an Ownership Interest in this Class [R] [R-X]
        Certificate to have agreed to be bound by the following provisions, and the
        rights of each Person acquiring any Ownership Interest in this Class [R]
        [R-X] Certificate are expressly subject to the following provisions:
        (i) each Person holding or acquiring any Ownership Interest in this
        Class [R] [R-X] 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 Ownership Interest in this
        Class [R] [R-X] Certificate may be registered on the Closing Date or
        thereafter transferred, and the Trust Administrator shall not register the
        Transfer of this Certificate unless, in addition to the certificates required
        to
        be delivered to the Trust Administrator under Section 5.02(c) of the
        Agreement, the Trust Administrator shall have been furnished with a Transfer
        Affidavit of the initial owner or the proposed transferee substantially in
        the
        form attached as Exhibit G to the Agreement, (iii) each Person holding
        or acquiring any Ownership Interest in this Class [R] [R-X] Certificate
        shall agree (A) to obtain a Transfer Affidavit from any other Person to
        whom such Person attempts to Transfer its Ownership Interest this Class [R]
        [R-X] Certificate, (B) to obtain a Transfer Affidavit from any Person for
        whom such Person is acting as nominee, trustee or agent in connection with
        any
        Transfer of this Class [R] [R-X] Certificate, (C) not to cause income
        with respect to the Class [R] [R-X] Certificate to be attributable to a
        foreign permanent establishment or fixed base, within the meaning of an
        applicable income tax treaty, of such Person or any other U.S. Person and
        (D) not to Transfer the Ownership Interest in this Class [R] [R-X]
        Certificate or to cause the Transfer of the Ownership Interest in this
        Class [R] [R-X] Certificate to any other Person if it has actual knowledge
        that such Person is not a Permitted Transferee and (iv) any attempted or
        purported Transfer of the Ownership Interest in this Class [R] [R-X]
        Certificate in violation of the provisions herein shall be absolutely null
        and
        void and shall vest no rights in the purported Transferee.

       

      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 signatory
        of the
        Trust Administrator.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        ______________, 2006

       

      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Trust Administrator

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Classes of Certificates referred to in the within-mentioned
        Agreement.

       

      


       

      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FINANCIAL
        ASSET SECURITIES CORP.

       

      Fremont
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates

       

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Fremont Home Loan Trust 2006-A Asset-Backed Certificates, of the Series
        specified on the face hereof (herein collectively called the “Certificates”),
        and
        representing a beneficial ownership interest in the Trust Fund 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 day is not a Business Day, the Business Day
        immediately following (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. The Record Date applicable
        to
        each Distribution Date is the Business Day immediately preceding such
        Distribution Date; provided,
        however,
        that
        for any Definitive Certificates, the Record Date shall be the last Business
        Day
        of the month next preceding the month of such Distribution Date.

       

      Distributions
        on this Certificate shall be made by wire transfer of immediately available
        funds to the account of the Holder hereof at a bank or other entity having
        appropriate facilities therefor, if such Certificateholder shall have so
        notified the Trust Administrator in writing at least five Business Days prior
        to
        the related Record Date and such Certificateholder shall satisfy the conditions
        to receive such form of payment set forth in the Agreement, or, if not, by
        check
        mailed by first class mail to the address of such Certificateholder
        appearing in the Certificate Register. The final distribution on each
        Certificate will be made in like manner, but only upon presentment and surrender
        of such Certificate at the offices designated by the Trust Administrator
        for
        such purposes, or such other location 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 Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Originator, the Servicer, the
        Master
        Servicer, the Swap Administrator, the Trust Administrator and the Trustee
        with
        the consent of the Holders of Certificates affected by such amendment evidencing
        the requisite Percentage Interest, as provided 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 Trust Administrator upon surrender of this Certificate for registration
        of
        transfer at the offices designated by the Trust Administrator for such purposes
        or the office or agency maintained by the Trust Administrator, accompanied
        by a
        written instrument of transfer in form satisfactory to the Trust Administrator
        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 Fund 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 Swap Administrator, the
        Trust
        Administrator and the Trustee and any agent of the Depositor, the Servicer,
        the
        Master Servicer, the Swap Administrator, 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 neither the Depositor, the Servicer, the Master
        Servicer, the Swap Administrator, the Trust Administrator, the Trustee, nor
        any
        such agent shall be affected by any notice to the contrary.

       

      On
        any
        Distribution Date on which the aggregate Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Pool Principal
        Balance, the Person specified in Section 9.01 of the Agreement will have
        the option to repurchase, in whole, from the Trust Fund all remaining Mortgage
        Loans and all property acquired in respect of the Mortgage Loans at a purchase
        price determined as provided in the Agreement. The obligations and
        responsibilities created by the Agreement will terminate as provided in
        Section 9.01 of the Agreement.

       

      Any
        term
        used herein that is defined in the Agreement shall have the meaning assigned
        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 Fund.

       

      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:  	 


      

       

       

      Signature
        by or on behalf of assignor


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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__________________________________, the
        assignee named above, or _______________________________________
        as
        its
        agent.

       

      


       

      


      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT D

       

      FORM
        OF
        CLASS [C] CERTIFICATE

       

      SOLELY
        FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN INTEREST
        IN
        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”),
        AND
        CERTAIN OTHER ASSETS.

       

      NEITHER
        THIS
        CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
        TRANSFEROR DELIVERS TO THE TRUSTEE AND THE TRUST ADMINISTRATOR A TRANSFEROR
        LETTER IN THE FORM OF EXHIBIT H TO THE AGREEMENT REFERRED TO HEREIN AND
        EITHER (I) THE TRUSTEE AND THE TRUST ADMINISTRATOR RECEIVE A RULE 144A
        LETTER IN THE FORM OF EXHIBIT I TO THE AGREEMENT REFERRED TO HEREIN OR
        (II) THE TRUSTEE AND THE TRUST ADMINISTRATOR RECEIVE AN OPINION OF COUNSEL,
        DELIVERED AT THE EXPENSE OF THE TRANSFEROR, THAT SUCH TRANSFER MAY BE MADE
        WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

       

      NO
        TRANSFER OF THIS CERTIFICATE SHALL BE REGISTERED UNLESS THE PROSPECTIVE
        TRANSFEREE PROVIDES THE TRUST ADMINISTRATOR WITH (A) A REPRESENTATION TO
        THE
        EFFECT THAT SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
        RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
        REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR SIMILAR LAW (COLLECTIVELY, A
“PLAN”), NOR A PERSON ACTING FOR, ON BEHALF OF OR WITH THE ASSETS OF, ANY SUCH
        PLAN, OR (B) AN OPINION OF COUNSEL UPON WHICH THE DEPOSITOR, THE TRUSTEE,
        THE
        MASTER SERVICER AND THE SERVICER SHALL BE ENTITLED TO RELY, TO THE EFFECT
        THAT
        THE PURCHASE OR HOLDING OF SUCH CERTIFICATE BY THE PROSPECTIVE TRANSFEREE
        (I) IS
        PERMISSIBLE UNDER APPLICABLE LAW, (II) WILL NOT RESULT IN A NON-EXEMPT
        PROHIBITED TRANSACTION UNDER ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW
        AND
        (III) WILL NOT SUBJECT THE DEPOSITOR, THE TRUSTEE, THE TRUST ADMINISTRATOR,
        THE
        SWAP ADMINISTRATOR, THE MASTER SERVICER OR THE SERVICER TO ANY OBLIGATION
        OR
        LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975
        OF
        THE CODE) IN ADDITION TO THOSE UNDERTAKEN BY SUCH ENTITIES IN THE POOLING
        AND
        SERVICING AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF
        THE
        TRUSTEE, THE DEPOSITOR, THE TRUST ADMINISTRATOR, THE MASTER SERVICER, THE
        SERVICER, THE SWAP ADMINISTRATOR OR THE TRUST FUND.

      


      
        	
                Certificate
                  No.

              	
                :

              	
                [    
                  ]

              
	
                Cut-off
                  Date

              	
                :

              	
                May
                  1, 2006

              
	
                First
                  Distribution Date

              	
                :

              	
                The
                  Distribution Date in June, 2006

              
	
                Percentage
                  Interest of this Certificate (“Denomination”)

              	
                :

              	
                [100]%

              
	
                CUSIP

              	
                :

              	 
	
                ISIN:

              	
                :

              	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      FINANCIAL
        ASSET SECURITIES CORP.

       

      Fremont
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates, Series 2006-A

       

      Class [C]

       

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class.

       

      Distributions
        in respect of this Certificate are distributable monthly as set forth herein.
        This Certificate does not evidence an obligation of, or an interest in, and
        is
        not guaranteed by the Depositor, the Servicer, the Trust Administrator, the
        Master Servicer or the Trustee referred to below or any of their respective
        affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed
        or
        insured by any governmental agency or instrumentality.

       

      This
        certifies that FREMONT INVESTMENT & LOAN is the registered owner of the
        Percentage Interest evidenced by this Certificate (obtained by dividing the
        denomination of this Certificate by the aggregate of the denominations of
        all
        Certificates of the Class to which this Certificate belongs) in certain monthly
        distributions pursuant to a Pooling and Servicing Agreement dated as of May
        1,
        2006 (the “Agreement”)
        among
        Financial Asset Securities Corp., as depositor (the “Depositor”),
        Fremont Investment & Loan, as sponsor, originator and servicer
        (“Fremont”),
        Wells
        Fargo Bank, N.A., as master servicer (the “Master
        Servicer”)
        and
        trust administrator (the “Trust
        Administrator”),
        and
        HSBC Bank USA, National 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 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 offices designated by the Trust Administrator for such
        purposes or the office or agency maintained by the Trust
        Administrator.

       

      No
        transfer of a Certificate of this Class 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 such laws. In the event of any such transfer, the Trustee and the Trust
        Administrator shall require the transferor to execute a transferor certificate
        (in substantially the form attached to the Pooling and Servicing Agreement)
        and
        deliver either (i) a Rule 144A Letter, in either case substantially in
        the form attached to the Agreement, or (ii) a written Opinion of Counsel to
        the Trustee and the Trust Administrator 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 be an expense of the transferor.

       

      No
        transfer of a Certificate of this Class shall be made, except as provided
        in
        section 5.02 of the Agreement, unless the Trustee and the Trust Administrator
        shall have received a representation letter from the transferee of such
        Certificate, acceptable to and in form and substance satisfactory to the
        Trustee
        and the Trust Administrator, to the effect that such transferee is not an
        employee benefit plan subject to Title I of ERISA, Section 4975 of the Code
        or any materially similar provisions of applicable Federal, state or local
        law
        (“Similar
        Law”),
        or a
        person acting on behalf of or investing plan assets of any such plan, which
        representation letter shall not be an expense of the Trustee, the Trust
        Administrator or the Trust Fund.

       

      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 signatory
        of the
        Trust Administrator.

       

      


       

      * * *

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        ____________, 2006

       

      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Trust Administrator

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

      


       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Classes of Certificates referred to in the within-mentioned
        Agreement.

       

      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Certificate Registrar

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Signatory

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      FINANCIAL
        ASSET SECURITIES CORP.

      Fremont
        Home Loan Trust 2006-A

      Asset-Backed
        Certificates

       

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Fremont Home Loan Trust 2006-A Asset-Backed Certificates, of the Series
        specified on the face hereof (herein collectively called the “Certificates”),
        and
        representing a beneficial ownership interest in the Trust Fund 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 day is not a Business Day, the Business Day
        immediately following (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. The Record Date applicable
        to
        each Distribution Date is the Business Day immediately preceding such
        Distribution Date; provided,
        however,
        that
        for any Definitive Certificates, the Record Date shall be the last Business
        Day
        of the month next preceding the month of such Distribution Date.

       

      Distributions
        on this Certificate shall be made by wire transfer of immediately available
        funds to the account of the Holder hereof at a bank or other entity having
        appropriate facilities therefor, if such Certificateholder shall have so
        notified the Trust Administrator in writing at least five Business Days prior
        to
        the related Record Date and such Certificateholder shall satisfy the conditions
        to receive such form of payment set forth in the Agreement, or, if not, by
        check
        mailed by first class mail to the address of such Certificateholder
        appearing in the Certificate Register. The final distribution on each
        Certificate will be made in like manner, but only upon presentment and surrender
        of such Certificate at the offices designated by the Trust Administrator
        for
        such purposes, or such other location 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 Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Originator, the Servicer, the
        Master
        Servicer, the Swap Administrator, the Trust Administrator and the Trustee
        with
        the consent of the Holders of Certificates affected by such amendment evidencing
        the requisite Percentage Interest, as provided 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 Trust Administrator upon surrender of this Certificate for registration
        of
        transfer at the offices designated by the Trust Administrator for such purposes
        or the office or agency maintained by the Trust Administrator, accompanied
        by a
        written instrument of transfer in form satisfactory to the Trust Administrator
        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 Fund 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 Swap Administrator, the
        Trust
        Administrator and the Trustee and any agent of the Depositor, the Servicer,
        the
        Master Servicer, the Swap Administrator, 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 neither the Depositor, the Servicer, the Master
        Servicer, the Swap Administrator, the Trust Administrator, the Trustee, nor
        any
        such agent shall be affected by any notice to the contrary.

       

      On
        any
        Distribution Date on which the aggregate Stated Principal Balance of the
        Mortgage Loans is less than or equal to 10% of the Cut-off Date Pool Principal
        Balance, the Person specified in Section 9.01 of the Agreement will have
        the option to repurchase, in whole, from the Trust Fund all remaining Mortgage
        Loans and all property acquired in respect of the Mortgage Loans at a purchase
        price determined as provided in the Agreement. The obligations and
        responsibilities created by the Agreement will terminate as provided in
        Section 9.01 of the Agreement.

       

      Any
        term
        used herein that is defined in the Agreement shall have the meaning assigned
        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 Fund.

       

      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:  	 


      

       

       

      Signature
        by or on behalf of assignor


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      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__________________________________, the
        assignee named above, or ____________________________________________
        as
        its
        agent.

       

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT E

       

      FORM
        OF
        INITIAL CERTIFICATION OF TRUST ADMINISTRATOR

       

      [date]

       

       

      [Trustee]

       

      [Depositor]

       

      [Servicer]

       

      _____________________

      _____________________

       

      Re:  Pooling
        and Servicing Agreement, dated as of May 1, 2006, among Financial Asset
        Securities Corp., as Depositor, Fremont Investment & Loan, as Sponsor,
        Originator and Servicer, Wells Fargo Bank, N.A., as Master Servicer, Trust
        Administrator and Swap Administrator, and HSBC Bank USA, National
        Association, as Trustee, Fremont Home Loan Trust, 2006-A

       

      Gentlemen:

       

      In
        accordance with Section 2.02 of the above-captioned Pooling and Servicing
        Agreement (the “Pooling
        and Servicing Agreement”),
        the
        undersigned, as Trust Administrator, for each Mortgage Loan listed in the
        Mortgage Loan Schedule (other than any Mortgage Loan listed in the attached
        schedule of exceptions), certifies that it has received:

       

      (i) the
        original Mortgage Note, endorsed as provided in the following form: “Pay to the
        order of ________, without recourse”; and

       

      (ii) a
        duly
        executed Assignment of Mortgage (which may be included in a blanket assignment
        or assignments).

       

      Based
        on
        its review and examination and only as to the foregoing documents, such
        documents appear regular on their face and related to such Mortgage
        Loan.

       

      The
        Trust
        Administrator 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 Trust Administrator makes no representations as
        to:
        (i) the validity, legality, sufficiency, enforceability, recordability or
        genuineness of any of the documents contained in each Mortgage File of any
        of
        the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
        collectability, insurability, effectiveness or suitability of any such Mortgage
        Loan or the perfection or priority of any Mortgage.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      


      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Trust Administrator

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

       

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT F

       

      FORM
        OF
        DOCUMENT CERTIFICATION

      AND
        EXCEPTION REPORT OF TRUST ADMINISTRATOR

       

       

      [date]

       

       

      [Trustee]

       

      [Depositor]

       

      [Servicer]

       

      [Originator]

       

      _____________________

      _____________________

       

      Re:  Pooling
        and Servicing Agreement, dated as of May 1, 2006, among Financial Asset
        Securities Corp., as Depositor, Fremont Investment & Loan, as Sponsor,
        Originator and Servicer, Wells Fargo Bank, N.A., as Master Servicer, Trust
        Administrator and Swap Administrator, and HSBC Bank USA, National Association,
        as Trustee, Fremont Home Loan Trust, 2006-A

       

      Gentlemen:

       

      In
        accordance with Section 2.02 of the above-captioned Pooling and Servicing
        Agreement (the “Pooling
        and Servicing Agreement”),
        the
        undersigned, as Trust Administrator, 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 the attached Document Exception Report) it has
        received:

       

      (i) The
        original Mortgage Note, endorsed in the form provided in Section 2.01 of
        the Pooling and Servicing Agreement, with all intervening endorsements showing
        a
        complete chain of endorsement from the originator to the last
        endorsee.

       

      (ii) The
        original recorded Mortgage.

       

      (iii) A
        duly
        executed Assignment of Mortgage in the form provided in Section 2.01 of the
        Pooling and Servicing Agreement; or, if the Originator has certified or the
        Trustee otherwise knows that the related Mortgage has not been returned from
        the
        applicable recording office, a copy of the Assignment of Mortgage (excluding
        information to be provided by the recording office).

       

      (iv) The
        original or duplicate original recorded assignment or assignments of the
        Mortgage showing a complete chain of assignment from the originator to the
        last
        endorsee.

       

      (v) The
        original or duplicate original lender’s title policy and all riders thereto or,
        any one of an original title binder, an original preliminary title report
        or an
        original title commitment, or a copy thereof certified by the title
        company.

       

      Based
        on
        its review and examination and only as to the foregoing documents, (a) such
        documents appear regular on their face and related to such Mortgage Loan,
        and
        (b) the information set forth in items (i), (ii) and (xii) of the Mortgage
        Loan Schedule and items (1), (2) (3) and (13) of the Data Tape Information
        accurately reflects information set forth in the Custodial File.

       

      The
        Trust
        Administrator has made no independent examination of any documents contained
        in
        each Mortgage File beyond the review of the Custodial File specifically required
        in the Pooling and Servicing Agreement. The Trust Administrator makes
        no
        representations as to: (i) the validity, legality, sufficiency,
        enforceability, recordability or genuineness of any of the documents contained
        in each Mortgage File of any of the Mortgage Loans identified on the Mortgage
        Loan Schedule or (ii) the collectability, insurability, effectiveness or
        suitability of any such Mortgage Loan or the perfection or priority of any
        Mortgage. Notwithstanding anything herein to the contrary, the Trust
        Administrator has
        made
        no determination and makes no representations as to whether (i) any
        endorsement is sufficient to transfer all right, title and interest of the
        party
        so endorsing, as Noteholder or assignee thereof, in and to that Mortgage
        Note or
        (ii) any assignment is in recordable form or sufficient to effect the
        assignment of and transfer to the assignee thereof, under the Mortgage to
        which
        the assignment relates.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      


      
        	
                WELLS
                  FARGO BANK, N.A.,

                as
                  Trust Administrator

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

       

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT G

       

      RESIDUAL
        TRANSFER AFFIDAVIT AND AGREEMENT

       

      Fremont
        Home Loan Trust 2006-[ ]

      Asset-Backed
        Certificates

       

      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

      


      


      _________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1. I
        am a
        _________________ of [  ]
        (the
“Owner”) a [corporation] duly organized and existing under the laws of [ ], the
        record owner of Fremont Home Loan Trust 2006-[ ], Asset-Backed Certificates,
        Series [ ], [Class R (the “Class R Certificates”)] [Class R-X (the “Class R-X
        Certificates”)], on behalf of whom I make this affidavit and agreement.
        Capitalized terms used but not defined herein have the respective meanings
        assigned thereto in the Pooling and Servicing Agreement pursuant to which
        the
        Class [R] [R-X] Certificates were issued.

       

      2. The
        Owner
        (i) is and will be a “Permitted Transferee” as of ______________ and (ii) is
        acquiring the Class [R] [R-X] Certificates for its own account or for the
        account of another Owner from which it has received an affidavit in
        substantially the same form as this affidavit. A “Permitted Transferee” is any
        person other than a “disqualified organization” or a possession of the United
        States. For this purpose, a “disqualified organization” means the United States,
        any state or political subdivision thereof, any agency or instrumentality
        of any
        of the foregoing (other than an instrumentality all of the activities of
        which
        are subject to tax and, except for the Federal Home Loan Mortgage Corporation,
        a
        majority of whose board of directors is not selected by any such governmental
        entity) or any foreign government, international organization or any agency
        or
        instrumentality of such foreign government or organization, any rural electric
        or telephone cooperative, any organization (other than certain farmers’
cooperatives) that is generally exempt from federal income tax unless such
        organization is subject to the tax on unrelated business taxable income,
        an
        electing large partnership within the meaning of Section 775 of the Code,
        a
        United States person (as defined in the Code) with respect to whom income
        from a
        Residual Certificate is attributable to a foreign permanent establishment
        or
        fixed base (within the meaning of an applicable income tax treaty) of such
        Person or any other United States Person, or any other entity identified
        as a
        disqualified organization in the REMIC provisions of the Code or Treasury
        Regulations.

       

      3. The
        Owner
        is aware (i) of the tax that would be imposed on transfers of the Class [R]
        [R-X] Certificates to disqualified organizations under the Internal Revenue
        Code
        of 1986, as amended; (ii) that such tax would be on the transferor or, if
        such
        transfer is through an agent (which person includes a broker, nominee or
        middleman) for a non-Permitted Transferee, on the agent; (iii) that the person
        otherwise liable for the tax shall be relieved of liability for the tax if
        the
        transferee furnishes to such person an affidavit that the transferee is a
        Permitted Transferee and, at the time of transfer, such person does not have
        actual knowledge that the affidavit is false; and (iv) that each of the Class
        [R] [R-X] Certificates may be a “noneconomic residual interest” within the
        meaning of certain Treasury regulations promulgated under 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 is to impede the assessment or collection of
        tax.

       

      4. The
        Owner
        is aware of the tax imposed on a “pass-through entity” holding the Class [R]
        [R-X] Certificates if, at any time during the taxable year of the pass-through
        entity, a non-Permitted Transferee is the record holder of an interest in
        such
        entity. (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.)

       

      5. The
        Owner
        is aware that the Trust Administrator will not register the transfer of any
        Class [R] [R-X] Certificates unless the transferee, or the transferee’s agent,
        delivers to the Trust Administrator and the Trustee, among other things,
        an
        affidavit in substantially the same form as this affidavit. The Owner expressly
        agrees that it will not consummate any such transfer if it knows or believes
        that any of the representations contained in such affidavit and agreement
        are
        false.

       

      6. The
        Owner
        consents to any additional restrictions or arrangements that shall be deemed
        necessary upon advice of counsel to constitute a reasonable arrangement to
        ensure that the Class [R] [R-X] Certificates will only be owned, directly
        or
        indirectly, by an Owner that is a Permitted Transferee.

       

      7. The
        Owner’s taxpayer identification number is _______________________. 

       

      8. The
        Owner
        has reviewed the restrictions set forth on the face of the Class [R] [R-X]
        Certificates and the provisions of Section 5.02(c) of the Pooling and Servicing
        Agreement under which the Class [R] [R-X] Certificates were issued; and the
        Owner expressly agrees to be bound by and to comply with such restrictions
        and
        provisions.

       

      9. The
        Owner
        is not acquiring and will not transfer the Class [R] [R-X] Certificates in
        order
        to impede the assessment or collection of any tax.

       

      10. The
        Owner
        anticipates that it will, so long as it holds the Class [R] [R-X] Certificates,
        have sufficient assets to pay any taxes owed by the holder of such Class
        [R]
        [R-X] Certificates, and hereby represents to and for the benefit of the person
        from whom it acquired the Class [R] [R-X] Certificates that the Owner intends
        to
        pay taxes associated with holding such Class [R] [R-X] Certificates as they
        become due, fully understanding that it may incur tax liabilities in excess
        of
        any cash flows generated by the Class [R] [R-X] Certificates.

       

      11. The
        Owner
        has no present knowledge that it may become insolvent or subject to a bankruptcy
        proceeding for so long as it holds the Class [R] [R-X]
        Certificates.

       

      12. The
        Owner
        has no present knowledge or expectation that it will be unable to pay any
        United
        States taxes owed by it so long as any of the Certificates remain
        outstanding.

       

      13. The
        Owner
        is not acquiring the Class [R] [R-X] Certificates with the intent to transfer
        the Class [R] [R-X] Certificates to any person or entity that will not have
        sufficient assets to pay any taxes owed by the holder of such Class [R] [R-X]
        Certificates, or that may become insolvent or subject to a bankruptcy
        proceeding, for so long as the Class [R] [R-X] Certificates remain
        outstanding.

       

      14. The
        Owner
        will, in connection with any transfer that it makes of the Class [R] [R-X]
        Certificates, obtain from its transferee the representations required by
        Section
        5.02(c) of the Pooling and Servicing Agreement under which the Class [R]
        [R-X]
        Certificate were issued and will not consummate any such transfer if it knows,
        or knows facts that should lead it to believe, that any such representations
        are
        false.

       

      15. The
        Owner
        will, in connection with any transfer that it makes of the Class [R] [R-X]
        Certificates, deliver to the Trust Administrator and the Trustee an affidavit,
        which represents and warrants that it is not transferring the Class [R] [R-X]
        Certificates to impede the assessment or collection of any tax and that it
        has
        no actual knowledge that the proposed transferee: (i) has insufficient assets
        to
        pay any taxes owed by such transferee as holder of the Class [R] [R-X]
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Class [R] [R-X] Certificates remain outstanding; and (iii)
        is
        not a “Permitted Transferee.”

       

      16. The
        Owner
        is a citizen or resident of the United States, a corporation, partnership
        or
        other entity created or organized in, or under the laws of, the United States
        or
        any political subdivision thereof, or an estate or trust whose income from
        sources without the United States may be included in gross income for the
        United
        States federal income tax purposes regardless of its connection with the
        conduct
        of a trade or business within the United States. If any such Owner is a
        partnership, each partner of such partnership is subject to taxation on a
        net
        income basis in the United States.

       

      17. The
        Owner
        of the Class [R] [R-X] Certificates hereby agrees that in the event that
        the
        Trust Fund created by the Pooling and Servicing Agreement is terminated pursuant
        to Section 9.01 thereof, the undersigned shall assign and transfer to the
        Servicer any amounts in excess of par received in connection with such
        termination. Accordingly, in the event of such termination, the Trust
        Administrator is hereby authorized to withhold any such amounts in excess
        of par
        and to pay such amounts directly to the Servicer. This agreement shall bind
        and
        be enforceable against any successor, transferee or assigned of the undersigned
        in the Class [R] [R-X] Certificates. In connection with any transfer of the
        Class [R] [R-X] Certificates, the Owner shall obtain an agreement substantially
        similar to this clause from any subsequent owner.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
        behalf, pursuant to the authority of its Board of Directors, by its
        _________________, effective on the __day of _________, _____.

       

      
        	
                [            
                  ]

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      


      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 a
        _________________ of the Owner, and acknowledged to me that [he/she] executed
        the same as [his/her] free act and deed and the free act and deed of the
        Owner.

       

      


      Subscribed
        and sworn before me this ____ day of _________________, ____.

       

      


      


      


      


      
        	 	 
	 	
                Notary
                  Public

              


      

      


      


      


      County
        of_____________________

      State
        of_______________________

      


      My
        Commission expires:

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT H

       

      FORM
        OF
        TRANSFEROR CERTIFICATE

       

       

      __________, 20__

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.,

      as
        Trust
        Administrator,

       

      


      


      HSBC
        Bank
        USA, National Association,

      as
        Trustee

      


       

      
        	Re:  	
                Fremont
                  Home Loan Trust 2006-A,
                  Asset-Backed Certificates, Class [   ]

              


      

       

      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 and (c) to the extent we are disposing of a
        Residual Certificate, (A) we have no knowledge the Transferee is not a
        Permitted Transferee and (B) after conducting a reasonable investigation of
        the financial condition of the Transferee, we have no knowledge and no reason
        to
        believe that the Transferee will not pay all taxes with respect to the Residual
        Certificates as they become due and (C) we have no reason to believe that
        the statements made in the Transferee’s Residual Transfer Affidavit are
        false.

       

      


      
        	
                Very
                  truly yours,

                 

              
	
                Print
                  Name of Transferor

              
	 	 
	
                By:

              	 
	 	
                Authorized
                  Officer

              


      

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT I

       

      FORM
        OF
        RULE 144A LETTER

       

       

      ____________, 20__

       

      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Wells
        Fargo Bank, N.A.,

      as
        Trust
        Administrator

       

      HSBC
        Bank
        USA, National Association,

      as
        Trustee

      


       

      
        	Re:  	
                Fremont
                  Home Loan Trust 2006-A, Asset-Backed Certificates, Class [   ]

              


      

       

      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 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) either (i) we are not an
        employee benefit plan that is subject to Title I of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”),
        or a
        plan or arrangement that is subject to Section 4975 of the Internal Revenue
        Code of 1986, as amended (the “Code”),
        or a
        plan subject to any Federal, state or local law materially similar to the
        foregoing provisions of ERISA or the Code (“Similar
        Law”),
        nor
        are we acting on behalf of any such plan or arrangement nor using the assets
        of
        any such plan or arrangement to effect such acquisition, or, (ii) other than
        with respect to the Residual Certificates, we have provided the Trust
        Administrator with an opinion of counsel on which the Depositor, the Trustee,
        the Servicer and the Master Servicer may rely, that the purchase of the
        certificate (a) is permissible under applicable law, (b) will not constitute
        or
        result in a non-exempt prohibited transaction under ERISA, Section 4975 of
        the
        Code or Similar Law and (c) will not subject the Depositor, the Trustee,
        the
        Trust Administrator, the Swap Administrator, the Servicer or the Master Servicer
        to any obligation or liability (including obligations or liabilities under
        ERISA
        or Section 4975 of the Code) in addition to those undertaken in the Pooling
        and
        Servicing Agreement, which opinion of counsel shall not be an expense of
        the
        Depositor, the Trustee, the Trust Administrator, the Swap Administrator,
        the
        Servicer or the Master Servicer, (e) 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, and (f) 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.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX 1
        TO EXHIBIT I

       

      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:

      
        	
                 

                (i)

              	
                 

                As
                  indicated below, the undersigned is the President, Chief Financial
                  Officer, Senior Vice President or other executive officer of the
                  Buyer.

              
	
                 

                (ii)

              	
                 

                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.

              
	
                 

                (iii)

              	
                 

                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 agreement, (vii) securities
                  owned but subject to a repurchase agreement and (viii) currency,
                  interest rate and commodity swaps.

              
	
                 

                (iv)

              	
                 

                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.

              
	
                 

                (v)

              	
                 

                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.

              
	
                 

                (vi)

              	
                 

                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 Transferee

              
	 	 
	
                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 I

       

      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:

      
        	
                 

                (i)

              	
                 

                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.

              
	
                 

                (ii)

              	
                 

                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 Buyer’s 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).

              
	
                 

                (iii)

              	
                 

                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).

              
	
                 

                (iv)

              	
                 

                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 agreement,
                  (vi) securities owned but subject to a repurchase agreement and
                  (vii) currency, interest rate and commodity swaps.

              
	
                 

                (v)

              	
                 

                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.

              
	
                 

                (vi)

              	
                 

                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 Transferee

              
	 	 
	
                By:

              	 
	 	
                Name

              
	 	
                Title

              
	 	 
	 	 
	
                IF
                  AN ADVISER:

              
	 	 
	 
	
                Print
                  Name of Buyer

              
	 	 
	 	 
	 	 
	
                Date:

              	 


      

      


      
        
          
 

        

      

      
        
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT J

       

      FORM
        OF
        REQUEST FOR RELEASE

      (for
        Trust Administrator)

       

      
        	
                To:

              	
                Wells
                  Fargo Bank, N.A.

              
	 	
                24
                  Executive Park, Suite 100

              
	 	
                Irvine,
                  California 92614

                 

              
	
                Copy
                  to:

              	
                HSBC
                  Bank USA, National Association

              
	 	
                452
                  Fifth Avenue

              
	 	
                New
                  York, New York 10018

                 

              
	
                Re:  

              	
                Pooling
                  and Servicing Agreement among Financial Asset Securities Corp.,
                  as
                  Depositor, Fremont Investment & Loan, as Sponsor, Originator and
                  Servicer, Wells Fargo Bank, N.A., as Master Servicer, Trust Administrator
                  and Swap Administrator, and HSBC Bank USA, National Association,
                  as
                  Trustee, Fremont Home Loan
                  Trust, 2006-A

              


      

       

      In
        connection with the administration of the Mortgage Loans held by you as the
        Trust
        Administrator on
        behalf
        of the Certificateholders pursuant to the above-captioned Pooling Agreement,
        we
        request the release, and acknowledge receipt, of the Custodial
        File
        for
        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’s
        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 Trust
                  Administrator should

              	 	 
	
                 

                Deliver
                  the Custodial
                  File:

              	 	 
	 	 	 


      

       

      


      
        	
                By:

              	 
	 	
                (authorized
                  signer)

              
	
                Issuer:

              	 
	
                Address:

              	 
	
                Date:

              	 


      

       

      


       

      Trust
        Administrator

       

      Wells
        Fargo Bank, N.A.

       

      Please
        acknowledge the execution of the above request by your signature and date
        below:

      
        	 	 	 
	
                Signature

              	 	
                Date

              
	 	 	 
	
                Documents
                  returned to Trust
                  Administrator:

              	 	 
	 	 	 
	
                Trust
                  Administrator

              	 	
                Date

              


      

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT K

       

      CONTENTS
        OF EACH MORTGAGE FILE

       

       

      With
        respect to each Mortgage Loan, the Mortgage File shall include each of the
        following items, which shall be available for inspection by the Purchaser
        and
        which shall be retained by the Servicer or delivered to and retained by the
        Trust Administrator, as applicable:

       

      
        	i.  	
                The
                  original Mortgage Note bearing all intervening endorsements, showing
                  a
                  complete chain of endorsement from the originator to the last endorsee
                  endorsed “Pay to the order of _________________, without recourse” and
                  signed (which may be by facsimile signature) in the name of the
                  last
                  endorsee by an authorized officer. To the extent that there is
                  no room on
                  the face of the Mortgage Notes for endorsements, the endorsement
                  may be
                  contained on an allonge, if state law so allows and the Trustee
                  is so
                  advised by the Originator that state law so
                  allows.

              


      

       

      
        	ii.  	
                The
                  original of any guaranty executed in connection with the Mortgage
                  Note.

              


      

       

      
        	iii.  	
                The
                  original Mortgage with evidence of recording thereon or a certified
                  true
                  copy of such Mortgage submitted for recording. If in connection
                  with any
                  Mortgage Loan, the Originator cannot deliver or cause to be delivered
                  the
                  original Mortgage with evidence of recording thereon on or prior
                  to the
                  Closing Date because of a delay caused by the public recording
                  office
                  where such Mortgage has been delivered for recordation or because
                  such
                  Mortgage has been lost or because such public recording office
                  retains the
                  original recorded Mortgage, the Originator (to the extent that
                  it has not
                  previously delivered the same to the Purchaser or the Trust Administrator)
                  shall deliver or cause to be delivered to the Trustee, (1) a
                  photocopy of such Mortgage, certified by the Originator (or certified
                  by
                  the title company, escrow agent, or closing attorney) to be a true
                  and
                  complete copy of such Mortgage dispatched to the appropriate public
                  recording office for recordation; and (2) upon receipt thereof
                  by the
                  Originator, the original recorded Mortgage, or, in the case of
                  a Mortgage
                  where a public recording office retains the original recorded Mortgage
                  or
                  in the case where a Mortgage is lost after recordation in a public
                  recording office, a copy of such Mortgage certified by such public
                  recording office to be a true and complete copy of the original
                  recorded
                  Mortgage;

              


      

       

      
        	iv.  	
                The
                  originals of all assumption, modification, consolidation or extension
                  agreements, with evidence of recording thereon or a certified true
                  copy of
                  such agreement submitted for
                  recording.

              


      

       

      
        	v.  	
                Except
                  with respect to each MERS Designated Mortgage Loan, the original
                  Assignment of Mortgage for each Mortgage Loan endorsed in blank
                  and in
                  recordable form.

              


      

       

      
        	vi.  	
                The
                  originals of all intervening Assignments of Mortgage (if any) evidencing
                  a
                  complete chain of assignment from the applicable originator (or
                  MERS with
                  respect to each MERS Designated Mortgage Loan) to the last endorsee
                  with
                  evidence of recording thereon, or if any such intervening assignment
                  has
                  not been returned from the applicable recording office or has been
                  lost or
                  if such public recording office retains the original recorded Assignments
                  of Mortgage, the Originator (to the extent that it has not previously
                  delivered the same to the Purchaser or the Trust Administrator)
                  shall
                  deliver or cause to be delivered to the Trust Administrator, (1) a
                  photocopy of such intervening assignment, certified by the Originator
                  (or
                  certified by the title company, escrow agent, or closing attorney)
                  to be a
                  complete copy of such intervening Assignment of Mortgage dispatched
                  to the
                  appropriate public recording office for recordation upon receipt
                  thereof
                  by the Originator, and (2) the original recorded intervening
                  assignment or in the case where an intervening assignment is lost
                  after
                  recordation in a public recording office, a copy of such intervening
                  assignment certified by such public recording office to be a true
                  and
                  complete copy of the original recorded intervening
                  assignment;

              


      

       

      
        	vii.  	
                The
                  original mortgagee title insurance policy or attorney’s opinion of title
                  and abstract of title or, in the event such original title policy
                  is
                  unavailable, a certified true copy of the related policy binder
                  or
                  commitment for title certified to be true and complete by the title
                  insurance company.

              


      

       

      
        	viii.  	
                The
                  original of any security agreement, chattel mortgage or equivalent
                  document executed in connection with the Mortgage (if
                  provided).

              


      

       

      
        	ix.  	
                Residential
                  loan application.

              


      

       

      
        	x.  	
                Mortgage
                  Loan closing statement.

              


      

       

      
        	xi.  	
                Verification
                  of employment and income, if
                  applicable.

              


      

       

      
        	xii.  	
                Verification
                  of acceptable evidence of source and amount of down
                  payment.

              


      

       

      
        	xiii.  	
                Credit
                  report on Mortgagor.

              


      

       

      
        	xiv.  	
                Residential
                  appraisal report.

              


      

       

      
        	xv.  	
                Photograph
                  of the Mortgaged Property.

              


      

       

      
        	xvi.  	
                Survey
                  of the Mortgaged Property.

              


      

       

      
        	xvii.  	
                Copy
                  of each instrument necessary to complete identification of any
                  exception
                  set forth in the exception schedule in the title policy, i.e.,
                  map or plat, restrictions, easements, sewer agreements, home association
                  declarations, etc.

              


      

       

      
        	xviii.  	
                All
                  required disclosure statements.

              


      

       

      
        	xix.  	
                If
                  required in an appraisal, termite report, structural engineer’s report,
                  water potability and septic
                  certification.

              


      

       

      
        	xx.  	
                Sales
                  contract, if applicable.

              


      

       

      
        	xxi.  	
                Original
                  powers of attorney, if applicable, with evidence of recording thereon,
                  if
                  required.

              


      

       

       

      Evidence
        of payment of taxes and insurance, insurance claim files, correspondence,
        current and historical computerized data files (which include records of
        tax
        receipts and payment history from the date of origination), and all other
        processing, underwriting and closing papers and records which are customarily
        contained in a mortgage loan file and which are required to document the
        Mortgage Loan or to service the Mortgage Loan.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

      EXHIBIT
        L

       

      POWER
        OF
        ATTORNEY

       

      


       

      Record
        and Return to:

      Fremont
        Investment & Loan

      2727
        East
        Imperial Highway

      Brea,
        California 92821

       

      LIMITED
        POWER OF ATTORNEY

       

       

      This
        Limited Power of Attorney is made as of _____________ by HSBC Bank USA, National
        Association, having an office at _____________________________ (the
“Trustee”)
        as
        Trustee for the Fremont Home Loan Trust 2006-A (the “Trust”),
        in
        favor of Fremont Investment & Loan, a California state chartered industrial
        bank, having an office at 2727 East Imperial Highway, Brea, California 92821
        (“Servicer”).

       

      WHEREAS,
        the Trustee and Servicer have executed and delivered a certain Pooling and
        Servicing Agreement dated as of May 1, 2006 (the “Pooling
        and Servicing Agreement”),
        pursuant to which the Trustee and Servicer agreed to certain terms governing
        the
        servicing of single family mortgage loans (“Mortgage
        Loans”)
        by
        Servicer on behalf of the Trustee; and

       

      WHEREAS,
        the Trustee and Servicer desire that the Trustee execute and deliver this
        Limited Power of Attorney in order to facilitate the servicing of the Mortgage
        Loans by Servicer; and

       

      NOW
        THEREFORE, the Trustee does hereby appoint, subject to and in accordance
        with
        the Pooling and Servicing Agreement, Servicer, as its attorney-in-fact, in
        its
        name, place and stead:

       

      
        	1.  	
                To
                  execute all documents necessary to satisfy or discharge “security
                  instruments” and “notes” upon receipt of all principal, interest and other
                  payments called for in the related lien
                  documents;

              


      

       

      
        	2.  	
                To
                  take such actions as are necessary and appropriate to pursue, prosecute
                  and defend foreclosures (or other comparable conversions to Trusteeship),
                  ejectments, evictions, bankruptcies, suits and other related matters
                  with
                  respect to “Mortgaged Properties” (as defined in the Pooling and Servicing
                  Agreement), in accordance with the Pooling and Servicing
                  Agreement;

              


      

       

      
        	3.  	
                To
                  execute all deeds, deeds to secure debt, assignments, transfers,
                  tax
                  declarations, certificates, pledges and any other documents or
                  instruments
                  whatsoever which are necessary, appropriate, or required in order
                  to
                  transfer and assign Mortgaged Properties acquired by the Trustee
                  on behalf
                  of the Trust either by foreclosure or by deed in lieu of foreclosure
                  and
                  any such deed to be without
                  recourse;

              


      

       

      
        	4.  	
                To
                  endorse checks, notes, drafts and other evidences of payment made
                  payable
                  to the Trustee on behalf of the Trust, representing payments on
                  accounts
                  in the name of the Trustee on behalf of the
                  Trust.

              


      

       

      
        	5.  	
                To
                  execute subordination agreements affecting the lien priority of
                  the
                  Security Instruments.

              


      

       

      
        	6.  	
                To
                  take such further actions as are deemed necessary or desirable
                  to service,
                  administer, and enforce the terms of said Mortgage Loans in accordance
                  with the Pooling and Servicing Agreement;
                  and

              


      

       

      Until
        a
        properly executed revocation of this Limited Power of Attorney is duly executed
        and delivered, all parties dealing with said attorney-in-fact (individually
        or
        collectively) in connection with the above described matters may fully rely
        upon
        the power and authority of said attorney-in-fact to act for and on behalf
        of the
        undersigned, and in its name, place and stead, and may accept and rely on
        all
        documents and agreements entered into by said attorney-in-fact pursuant to
        the
        powers listed herein.

       

      As
        between the Trustee and Servicer, this Limited Power of Attorney shall be
        effective as ______________ and shall remain in full force and effect thereafter
        until a written notice of revocation hereof shall have been executed by the
        Trustee. The expiration or revocation of the period of agency hereunder shall
        in
        no wise affect the validity of any actions of said Attorney-In-Fact during
        said
        period. This Limited Power of Attorney is not intended to modify or expand
        the
        rights and obligations of Servicer as set forth in the Pooling and Servicing
        Agreement.

       

      Nothing
        in this Limited Power of Attorney shall be construed to prevent the Trustee
        from
        acting on its behalf as the Trustee of the Mortgage Loans.

       

      IN
        WITNESS WHEREOF, the Trustee has caused this Limited Power of Attorney to
        be
        signed and executed as its seal hereto affixed in its name by its proper
        officer
        thereunto duly authorized on the ______ day of _________________,
        2006.

       

      


      
        	
                [___________________________________]

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

       

      


       

      


       

      _________________________________________

      Witness

       

      _________________________________________

      Witness

       

       

      State
        of
        [________________________]:

       

      County
        of
        [______________________]:

       

      On
        this,
        the _____ day of _____________, 2006, before me, a Notary Public in and for
        said
        County and State, personally appeared, ______________________, personally
        known
        to me (or proved on the basis of satisfactory evidence) to be the person(s)
        whose name(s) is/are subscribed to the within instrument and acknowledged
        to me
        that he/she/they executed the same in his/her/their authorized capacity(ies),
        and that by his/her/their signature(s) on the instrument the person(s), or
        the
        entity upon behalf of which the person(s) acted, executed the
        instrument.

       

      WITNESS
        my hand and official seal

       

      _________________________

      Notary
        Signature

       

      My
        Commission Expires on ________________.

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        M

       

      FORM
        OF
        TRUST ADMINISTRATOR CERTIFICATION

       

      


      
        	 	
                Re:

              	
                Fremont
                  Home Loan Trust 2006-A (the “Trust”)
                  Asset-Backed Certificates, Series 2006-A, issued pursuant to the
                  Pooling
                  and Servicing Agreement, dated as of May 1, 2006 (the “Pooling
                  and Servicing Agreement”),
                  among Financial Asset Securities Corp., as depositor (the “Depositor”),
                  Fremont Investment & Loan, as sponsor, originator and servicer
                  (“Fremont”),
                  Wells Fargo Bank, N.A., as master servicer, trust administrator
                  and swap
                  administrator (the “Master
                  Servicer”,
                  the “Trust
                  Administrator”
                  and the “Swap
                  Administrator”
                  in such capacities, respectively), and HSBC Bank USA, National
                  Association, as trustee (the “Trustee”)

              


      

       

      I,
        [identify the certifying individual], a [title] of Wells Fargo Bank, N.A.,
        as
        Trust Administrator of the Trust, hereby certify to Financial Asset Securities
        Corp. (the “Depositor”), and its officers, directors and affiliates, and with
        the knowledge and intent that they will rely upon this certification,
        that:

       

      1. I
        have
        reviewed the annual report on Form 10-K for the fiscal year [ ], and all
        reports
        on Form 8-K containing distribution reports filed in respect of periods included
        in the year covered by that annual report, relating to the above-referenced
        trust;

       

      2. Based
        on
        my knowledge, the information in these distribution reports prepared by the
        Trust Administrator, taken as a whole, does not contain any untrue statement
        of
        a material fact or omit to state a material fact necessary to make the
        statements made, in light of the circumstances under which such statements
        were
        made, not misleading as of the last day of the period covered by that annual
        report; and

       

      3. Based
        on
        my knowledge, the distribution information required to be provided by the
        Trust
        Administrator under the Pooling and Servicing Agreement is included in these
        reports.

       

      Date:
        _________________

       

      
        	
                Wells
                  Fargo Bank, N.A., as Trust Administrator

              
	 	 
	
                By:

              	 
	 	
                [Signature]

              
	 	
                [Title]

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



       

      EXHIBIT N

       

      [Reserved]

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        O

      


      PURCHASE
        AGREEMENT

      


      [On
        File
        With The Depositor]

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT P

       

      APPENDIX
        E OF THE STANDARD & POOR’S GLOSSARY FOR 

      FILE
        FORMAT FOR LEVELS® VERSION 5.6d REVISED

       

      REVISED
        February 14, 2006

       

      (Appendix
        begins on the following page)

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      APPENDIX
        E - Standard & Poor’s Predatory Lending Categories


      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as Covered are included
        in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry. 

      


      Standard
        & Poor’s High Cost Loan Categorization 

      


      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                 

                Arkansas
                  

              	
                 

                Arkansas
                  Home Loan Protection Act, Ark. Code Ann. §§ 23-53-101 et
                  seq.
                  

                 

                Effective
                  July 16, 2003 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                Cleveland
                  Heights, OH 

              	
                 

                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 et
                  seq.
                  

                 

                Effective
                  June 2, 2003 

              	
                 

                Covered
                  Loan 

              
	
                 

                Colorado
                  

              	
                 

                Consumer
                  Equity Protection, Colo. Stat. Ann. §§ 5-3.5-101 et
                  seq.
                  

                 

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002 

              	
                 

                Covered
                  Loan 

              
	
                 

                Connecticut
                  

              	
                 

                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§ 36a-746
                  et
                  seq.
                  

                 

                Effective
                  October 1, 2001 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                District
                  of Columbia 

              	
                 

                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 et
                  seq.
                  

                 

                Effective
                  for loans closed on or after January 28, 2003 

              	
                 

                Covered
                  Loan 

              
	
                 

                Florida
                  

              	
                 

                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 et
                  seq.
                  

                 

                Effective
                  October 2, 2002 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003) 

              	
                 

                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.
                  

                 

                Effective
                  October 1, 2002 - March 6, 2003 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                Georgia
                  as amended (Mar. 7, 2003 - current) 

              	
                 

                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.
                  

                 

                Effective
                  for loans closed on or after March 7, 2003 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                HOEPA
                  Section 32 

              	
                 

                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34 

                 

                Effective
                  October 1, 1995, amendments October 1, 2002 

              	
                 

                High
                  Cost Loan 

              
	
                 

                Illinois
                  

              	
                 

                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 et
                  seq.

                 

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001) 

              	
                 

                High
                  Risk Home Loan 

              
	
                 

                Kansas
                  

              	
                 

                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 et
                  seq.
                  

                 

                Sections
                  16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                  16a-3-308a became effective July 1, 1999 

              	
                 

                High
                  Loan to Value Consumer Loan (id.§
                  16a-3-207) and; 

              
	
                 

                High
                  APR Consumer Loan (id.§
                  16a-3-308a) 

              
	
                 

                Kentucky
                  

              	
                 

                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat. §§ 360.100
                  et
                  seq.
                  

                 

                Effective
                  June 24, 2003 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                Maine
                  

              	
                 

                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 et
                  seq.
                  

                 

                Effective
                  September 29, 1995 and as amended from time to time 

              	
                 

                High
                  Rate High Fee Mortgage 

              
	
                 

                Massachusetts
                  

              	
                 

                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et
                  seq.
                  and 209 C.M.R. §§ 40.01 et
                  seq.
                  

                 

                Effective
                  March 22, 2001 and amended from time to time 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                Nevada
                  

              	
                 

                Assembly
                  Bill No. 284, Nev. Rev. Stat. §§ 598D.010 et
                  seq.
                  

                 

                Effective
                  October 1, 2003 

              	
                 

                Home
                  Loan 

              
	
                 

                New
                  Jersey 

              	
                 

                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et
                  seq.
                  

                 

                Effective
                  for loans closed on or after November 27, 2003 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                New
                  Mexico 

              	
                 

                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                  seq.
                  

                 

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                New
                  York 

              	
                 

                N.Y.
                  Banking Law Article 6-l 

                 

                Effective
                  for applications made on or after April 1, 2003 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                North
                  Carolina 

              	
                 

                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et
                  seq.
                  

                 

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)
                  

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                Ohio
                  

              	
                 

                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 et
                  seq.
                  

                 

                Effective
                  May 24, 2002 

              	
                 

                Covered
                  Loan 

              
	
                 

                Oklahoma
                  

              	
                 

                Consumer
                  Credit Code (codified in various sections of Title 14A) 

                 

                Effective
                  July 1, 2000; amended effective January 1, 2004 

              	
                 

                Subsection
                  10 Mortgage 

              
	
                 

                South
                  Carolina 

              	
                 

                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et
                  seq.
                  

                 

                Effective
                  for loans taken on or after January 1, 2004 

              	
                 

                High
                  Cost Home Loan 

              
	
                 

                West
                  Virginia 

              	
                 

                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 et
                  seq.
                  

                 

                Effective
                  June 5, 2002 

              	
                 

                West
                  Virginia Mortgage Loan Act Loan 

              


      

      


       

      


       

      Standard
        & Poor’s Covered Loan Categorization 

       

      


      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                 

                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003) 

              	
                 

                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.

                 

                Effective
                  October 1, 2002 - March 6, 2003 

              	
                 

                Covered
                  Loan 

              
	
                 

                New
                  Jersey 

              	
                 

                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et
                  seq.

                 

                Effective
                  November 27, 2003 - July 5, 2004 

              	
                 

                Covered
                  Home Loan 

              


      

      


       

      Standard
        & Poor’s Home Loan Categorization 

      


      
        	
                State/Jurisdiction

              	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	
                 

                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003) 

              	
                 

                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 et
                  seq.
                  

                 

                Effective
                  October 1, 2002 - March 6, 2003 

              	
                 

                Home
                  Loan 

              
	
                 

                New
                  Jersey 

              	
                 

                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  et
                  seq.
                  

                 

                Effective
                  for loans closed on or after November 27, 2003 

              	
                 

                Home
                  Loan 

              
	
                 

                New
                  Mexico 

              	
                 

                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 et
                  seq.

                 

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004 

              	
                 

                Home
                  Loan 

              
	
                 

                North
                  Carolina 

              	
                 

                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  et
                  seq.
                  

                 

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)
                  

              	
                 

                Consumer
                  Home Loan 

              
	
                 

                South
                  Carolina 

              	
                 

                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  et
                  seq.
                  

                 

                Effective
                  for loans taken on or after January 1, 2004 

              	
                 

                Consumer
                  Home Loan 

              


      

      


      Revised
        2/14/06 

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        Q

      


      FORM
        OF
        CALCULATION OF REALIZED LOSS

      


      


      [Begins
        on the following page.]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      WELLS
        FARGO BANK, N.A.

      Form
        332

       

      
        
          

        

      

      Calculation
        of Realized Loss

       

      Purpose

       

      To
        provide the Servicer with a form for the calculation of any Realized Loss
        (or
        gain) as a result of a Mortgage Loan having been foreclosed and
        liquidated.

       

      Distribution

       

      The
        Servicer will prepare the form in duplicate and send the original together
        with
        evidence of conveyance of title and appropriate supporting documentation
        to the
        Master Servicer with the Monthly Accounting Reports which supports the Mortgage
        Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain
        the duplicate for its own records.

       

      Due
        Date

       

      With
        respect to any Liquidated Mortgage Loan, the form will be submitted to the
        Master Servicer no later than the date on which statements are due to the
        Master
        Servicer under Section 4.03 of this Agreement (the “Statement Date”) in the
        month following receipt of final liquidation proceeds and supporting
        documentation relating to such liquidated Mortgage Loan; provided, that if
        such
        Statement Date is not at least 30 days after receipt of final liquidation
        proceeds and supporting documentation relating to such liquidated Mortgage
        Loan,
        then the form will be submitted on the first Statement Date occurring after
        the
        30th day following receipt of final liquidation proceeds and supporting
        documentation.

       

      Preparation
        Instructions

      The
        numbers on the form correspond with the numbers listed below.

      
        	
                1.

              	
                The
                  actual Unpaid Principal Balance of the Mortgage Loan.

              
	
                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.

              
	
                3-7.

              	
                Complete
                  as necessary. All line entries must be supported by copies of appropriate
                  statements, vouchers, receipts, canceled checks, etc., to document
                  the
                  expense. Entries not properly documented will not be reimbursed
                  to the
                  Servicer.

              
	
                8.

              	
                Accrued
                  Servicing Fees based upon the Scheduled Principal Balance of the
                  Mortgage
                  Loan as calculated on a monthly basis.

              
	
                10.

                 

              	
                The
                  total of lines 1 through 9.

                 

              


      

      Credits

       

      
        	
                11-17.

              	
                Complete
                  as necessary. All line entries must be supported by copies of the
                  appropriate claims forms, statements, payment checks, etc. to document
                  the
                  credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency,
                  the
                  difference between the Unpaid Principal Balance of the Note prior
                  to the
                  Bankruptcy Deficiency and the Unpaid Principal Balance as reduced
                  by the
                  Bankruptcy Deficiency should be input on line 16.

              
	
                18.

                 

              	
                The
                  total of lines 11 through 17.

                 

              


      

      Total
        Realized Loss (or Amount of Any Gain)

       

      
        	
                19.

              	
                The
                  total derived from subtracting line 18 from 10. If the amount represents
                  a
                  realized gain, show the amount in parentheses (
                  ).

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      WELLS
        FARGO BANK, N.A.

      CALCULATION
        OF REALIZED LOSS

      
        
          

        

      

       

      WELLS
        FARGO BANK, N.A. Trust: 

      ___________________________

       

      
        	
                Prepared
                  by: __________________

                 

              	
                Date:
                  _______________

                 

              
	
                 

                Phone:
                  ______________________

                 

              	 


      

       

      
        	
                 

                Servicer
                  Loan No.

                 

                 

                 

                 

              	 	
                 

                Servicer
                  Name

                 

                 

                 

                 

              	 	
                 

                Servicer
                  Address 

                 

                 

                 

                 

              


      

       

      WELLS
        FARGO BANK, N.A.

      Loan
        No._____________________________

      Borrower’s
        Name:________________________________________________________

      Property
        Address:________________________________________________________________

       

       

      Liquidation
        and Acquisition Expenses:


      
        
          	
                  Actual
                    Unpaid Principal Balance of Mortgage Loan

                	
                  $
                    _______________(1)

                
	
                  Interest
                    accrued at Net Rate

                	
                  ________________(2)

                
	
                  Attorney’s
                    Fees

                	
                  ________________(3)

                
	
                  Taxes

                	
                  ________________(4)

                
	
                  Property
                    Maintenance

                	
                  ________________(5)

                
	
                  MI/Hazard
                    Insurance Premiums

                	
                  ________________(6)

                
	
                  Hazard
                    Loss Expenses

                	
                  ________________(7)

                
	
                  Accrued
                    Servicing Fees

                	
                  ________________(8)

                
	
                  Other
                    (itemize)

                	
                  ________________(9)

                
	
                  _________________________________________

                	
                  $
                    _________________

                
	
                  _________________________________________

                	
                  __________________

                
	
                  _________________________________________

                	
                  __________________

                
	
                  _________________________________________

                	
                  __________________

                
	
                  Total
                    Expenses

                	
                  $
                    ______________(10)

                
	
                  Credits:

                	 
	
                  Escrow
                    Balance

                	
                  $
                    ______________(11)

                
	
                  HIP
                    Refund

                	
                  ________________(12)

                
	
                  Rental
                    Receipts

                	
                  ________________(13)

                
	
                  Hazard
                    Loss Proceeds

                	
                  ________________(14)

                
	
                  Primary
                    Mortgage Insurance Proceeds

                	
                  ________________(15)

                
	
                  Proceeds
                    from Sale of Acquired Property

                	
                  ________________(16)

                
	
                  Other
                    (itemize)

                	
                  ________________(17)

                
	
                  _________________________________________

                	
                  ___________________

                
	
                  _________________________________________

                	
                  ___________________

                
	
                  Total
                    Credits

                	
                  $________________(18)

                
	
                  Total
                    Realized Loss (or Amount of Gain)

                	
                  $________________(19)

                


        

      

       

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        R

      


      FORM
        OF
        ADDITIONAL DISCLOSURE NOTIFICATION

      


      Additional
        Disclosure Notification

       

      Wells
        Fargo Bank, N.A. as Securities 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 06830

       

      Attn:
        Corporate Trust Services - Fremont 2006-A-SEC REPORT PROCESSING

       

      RE:
        **Additional Form [     ]
        Disclosure**Required

       

      


       

      Ladies
        and Gentlemen:

       

      In
        accordance with Section [     ] of the Pooling and
        Servicing Agreement, dated as of [     ] [     ],
        2006,
        among [     ], as [     ],
        [     ], as [     ],
        [     ], as
        [     ] and [    
],
        as [     ]. 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
        S

      


      RELEVANT
        SERVICING CRITERIA

      


      Servicing
        Criteria to be Addressed in Assessment of Compliance

      The
        assessment of compliance to be delivered by the parties named below shall
        address, at a minimum, the criteria identified below for such
        party:

      


      
        	
                SERVICING
                  CRITERIA 

              	
                PRIMARY
                  SERVICER

              	
                MASTER
                  SERVICER, TRUST ADMIN., CUSTODIAN

              	
                TRUSTEE

              
	
                Reference

              	
                Criteria

              	 	 	
                 

              
	
                 

              	
                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

              	 
	
                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

              	 
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the mortgage loans 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 mortgage loans 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

              	 
	
                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

              	 
	
                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 overcollateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements.

              	
                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

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	
                X

              	
                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

              	 
	
                 

              	
                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 mortgage loans serviced by the
                  Servicer.

              	
                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

              	 
	
                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

              	 
	
                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

              	 
	
                 

              	
                Pool
                  Asset Administration

              	 	 	 
	
                1122(d)(4)(i)

              	
                Collateral
                  or security on mortgage loans is maintained as required by the
                  transaction
                  agreements or related mortgage loan documents.

              	
                X

              	
                X

              	
                X

              
	
                1122(d)(4)(ii)

              	
                Mortgage
                  loan and related documents are safeguarded as required by the transaction
                  agreements

              	
                X

              	
                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 mortgage loans, including any payoffs, made in accordance with
                  the
                  related mortgage loan 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 mortgage loan documents.

              	
                X

              	 	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the mortgage loans 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 mortgage loans
                  (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 mortgage
                  loan 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 mortgage loans 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 mortgage loans with variable
                  rates are computed based on the related mortgage loan
                  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 mortgage loan
                  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 mortgage loan
                  documents and state laws; and (C) such funds are returned to the
                  obligor
                  within 30 calendar days of full repayment of the related mortgage
                  loans,
                  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]

                if
                  obligated

                under

                transaction
                  documents

              	 
	
                 

              	
                 

              	 	 	
                 

              


      

       

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      



      EXHIBIT
        T

      


      FORM
        10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY

      


      


      
        	
                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
                  proceedings known 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

              	
                Depositor/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

              	
                Depositor/Sponsor

              
	
                ▪
                  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

              	
                Depositor/Sponsor

              
	
                ▪
                  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