Unassociated Document


     

    

      
        

        

      

       

      


      FINANCIAL
        ASSET SECURITIES CORP.,

      Depositor

       

      


       

      OPTION
        ONE MORTGAGE CORPORATION

      Servicer

       

      


       

      and

       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      Trustee

       

      


      


      


      POOLING
        AND SERVICING AGREEMENT

      


       

      Dated
        as
        of May 1, 2006

       

      


       

      


       

      ___________________________

       

      Soundview
        Home Loan Trust 2006-OPT3


       

      Asset-Backed
        Certificates, Series 2006-OPT3


       

      


       

      
        

        

      

       

       

      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      TABLE
        OF CONTENTS

       

      
        
          	
                  ARTICLE
                    I DEFINITIONS

                
	 	
                  SECTION
                    1.01

                	
                  Defined
                    Terms.

                
	 	
                  SECTION
                    1.02

                	
                  Accounting.

                
	 	
                  SECTION
                    1.03

                	
                  Allocation
                    of Certain Interest Shortfalls.

                
	 	
                  SECTION
                    1.04

                	
                  Rights
                    of the NIMS Insurer.

                
	
                  ARTICLE
                    II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                    CERTIFICATES

                
	 	
                  SECTION
                    2.01

                	
                  Conveyance
                    of Mortgage Loans.

                
	 	
                  SECTION
                    2.02

                	
                  Acceptance
                    by Trustee.

                
	 	
                  SECTION
                    2.03

                	
                  Repurchase
                    or Substitution of Mortgage Loans by the Originator.

                
	 	
                  SECTION
                    2.04

                	
                  Intentionally
                    Omitted.

                
	 	
                  SECTION
                    2.05

                	
                  Representations,
                    Warranties and Covenants of the Servicer.

                
	 	
                  SECTION
                    2.06

                	
                  Representations
                    and Warranties of the Depositor.

                
	 	
                  SECTION
                    2.07

                	
                  Issuance
                    of Certificates.

                
	 	
                  SECTION
                    2.08

                	
                  [Reserved].

                
	 	
                  SECTION
                    2.09

                	
                  Acceptance
                    of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5 by the Trustee;
                    Conveyance of REMIC 1 Regular Interests, Class C Interest and
                    Class P
                    Interest; Issuance of Certificates.

                
	
                  ARTICLE
                    III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

                
	 	
                  SECTION
                    3.01

                	
                  Servicer
                    to Act as Servicer.

                
	 	
                  SECTION
                    3.02

                	
                  Sub-Servicing
                    Agreements Between Servicer and Sub-Servicers.

                
	 	
                  SECTION
                    3.03

                	
                  Successor
                    Sub-Servicers.

                
	 	
                  SECTION
                    3.04

                	
                  Liability
                    of the Servicer.

                
	 	
                  SECTION
                    3.05

                	
                  No
                    Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
                    the
                    Trustee or Certificateholders.

                
	 	
                  SECTION
                    3.06

                	
                  Assumption
                    or Termination of Sub-Servicing Agreements by Trustee.

                
	 	
                  SECTION
                    3.07

                	
                  Collection
                    of Certain Mortgage Loan Payments.

                
	 	
                  SECTION
                    3.08

                	
                  Sub-Servicing
                    Accounts.

                
	 	
                  SECTION
                    3.09

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

                
	 	
                  SECTION
                    3.10

                	
                  Collection
                    Account and Distribution Account.

                
	 	
                  SECTION
                    3.11

                	
                  Withdrawals
                    from the Collection Account and Distribution Account.

                
	 	
                  SECTION
                    3.12

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

                
	 	
                  SECTION
                    3.13

                	
                  [Reserved].

                
	 	
                  SECTION
                    3.14

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

                
	 	
                  SECTION
                    3.15

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

                
	 	
                  SECTION
                    3.16

                	
                  Realization
                    Upon Defaulted Mortgage Loans.

                
	 	
                  SECTION
                    3.17

                	
                  Trustee
                    to Cooperate; Release of Mortgage Files.

                
	 	
                  SECTION
                    3.18

                	
                  Servicing
                    Compensation.

                
	 	
                  SECTION
                    3.19

                	
                  Reports
                    to the Trustee; Collection Account Statements.

                
	 	
                  SECTION
                    3.20

                	
                  Statement
                    as to Compliance.

                
	 	
                  SECTION
                    3.21

                	
                  Independent
                    Public Accountants’ Servicing Report.

                
	 	
                  SECTION
                    3.22

                	
                  Access
                    to Certain Documentation; Filing of Reports by Trustee.

                
	 	
                  SECTION
                    3.23

                	
                  Title,
                    Management and Disposition of REO Property.

                
	 	
                  SECTION
                    3.24

                	
                  Obligations
                    of the Servicer in Respect of Prepayment Interest
                    Shortfalls.

                
	 	
                  SECTION
                    3.25

                	
                  [Reserved].

                
	 	
                  SECTION
                    3.26

                	
                  Obligations
                    of the Servicer in Respect of Mortgage Rates and Monthly
                    Payments.

                
	 	
                  SECTION
                    3.27

                	
                  [Reserved].

                
	 	
                  SECTION
                    3.28

                	
                  [Reserved].

                
	 	
                  SECTION
                    3.29

                	
                  Advance
                    Facility.

                
	
                  ARTICLE
                    IV FLOW OF FUNDS

                
	 	
                  SECTION
                    4.01

                	
                  Distributions.

                
	 	
                  SECTION
                    4.02

                	
                  [Reserved].

                
	 	
                  SECTION
                    4.03

                	
                  Statements.

                
	 	
                  SECTION
                    4.04

                	
                  Remittance
                    Reports; Advances.

                
	 	
                  SECTION
                    4.05

                	
                  Swap
                    Account.

                
	 	
                  SECTION
                    4.06

                	
                  Tax
                    Treatment of Swap Payments and Swap Termination
                    Payments.

                
	 	
                  SECTION
                    4.07

                	
                  [Reserved].

                
	 	
                  SECTION
                    4.08

                	
                  Net
                    WAC Rate Carryover Reserve Account.

                
	 	
                  SECTION
                    4.09

                	
                  Distributions
                    on the REMIC Regular Interests.

                
	 	
                  SECTION
                    4.10

                	
                  Allocation
                    of Realized Losses.

                
	
                  ARTICLE
                    V THE CERTIFICATES

                
	 	
                  SECTION
                    5.01

                	
                  The
                    Certificates.

                
	 	
                  SECTION
                    5.02

                	
                  Registration
                    of Transfer and Exchange of Certificates.

                
	 	
                  SECTION
                    5.03

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates.

                
	 	
                  SECTION
                    5.04

                	
                  Persons
                    Deemed Owners.

                
	 	
                  SECTION
                    5.05

                	
                  Appointment
                    of Paying Agent.

                
	
                  ARTICLE
                    VI THE SERVICER, THE DEPOSITOR AND THE CREDIT RISK MANAGER

                
	 	
                  SECTION
                    6.01

                	
                  Liability
                    of the Servicer and the Depositor.

                
	 	
                  SECTION
                    6.02

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

                
	 	
                  SECTION
                    6.03

                	
                  Limitation
                    on Liability of the Servicer and Others.

                
	 	
                  SECTION
                    6.04

                	
                  Servicer
                    Not to Resign.

                
	 	
                  SECTION
                    6.05

                	
                  Delegation
                    of Duties.

                
	 	
                  SECTION
                    6.06

                	
                  [Reserved].

                
	 	
                  SECTION
                    6.07

                	
                  Inspection.

                
	 	
                  SECTION
                    6.08

                	
                  Credit
                    Risk Manager.

                
	
                  ARTICLE
                    VII DEFAULT

                
	 	
                  SECTION
                    7.01

                	
                  Servicer
                    Events of Termination.

                
	 	
                  SECTION
                    7.02

                	
                  Trustee
                    to Act; Appointment of Successor.

                
	 	
                  SECTION
                    7.03

                	
                  Waiver
                    of Defaults.

                
	 	
                  SECTION
                    7.04

                	
                  Notification
                    to Certificateholders.

                
	 	
                  SECTION
                    7.05

                	
                  Survivability
                    of Servicer Liabilities.

                
	
                  ARTICLE
                    VIII THE TRUSTEE

                
	 	
                  SECTION
                    8.01

                	
                  Duties
                    of Trustee.

                
	 	
                  SECTION
                    8.02

                	
                  Certain
                    Matters Affecting the Trustee.

                
	 	
                  SECTION
                    8.03

                	
                  Trustee
                    Not Liable for Certificates or Mortgage Loans.

                
	 	
                  SECTION
                    8.04

                	
                  Trustee
                    May Own Certificates.

                
	 	
                  SECTION
                    8.05

                	
                  Trustee
                    Compensation, Custodian Fee and Expenses.

                
	 	
                  SECTION
                    8.06

                	
                  Eligibility
                    Requirements for Trustee.

                
	 	
                  SECTION
                    8.07

                	
                  Resignation
                    or Removal of Trustee.

                
	 	
                  SECTION
                    8.08

                	
                  Successor
                    Trustee.

                
	 	
                  SECTION
                    8.09

                	
                  Merger
                    or Consolidation of Trustee.

                
	 	
                  SECTION
                    8.10

                	
                  Appointment
                    of Co-Trustee or Separate Trustee.

                
	 	
                  SECTION
                    8.11

                	
                  Limitation
                    of Liability.

                
	 	
                  SECTION
                    8.12

                	
                  Trustee
                    May Enforce Claims Without Possession of Certificates.

                
	 	
                  SECTION
                    8.13

                	
                  Suits
                    for Enforcement.

                
	 	
                  SECTION
                    8.14

                	
                  Waiver
                    of Bond Requirement.

                
	 	
                  SECTION
                    8.15

                	
                  Waiver
                    of Inventory, Accounting and Appraisal Requirement.

                
	 	
                  SECTION
                    8.16

                	
                  Appointment
                    of the Custodian.

                
	
                  ARTICLE
                    IX REMIC ADMINISTRATION

                
	 	
                  SECTION
                    9.01

                	
                  REMIC
                    Administration.

                
	 	
                  SECTION
                    9.02

                	
                  Prohibited
                    Transactions and Activities.

                
	 	
                  SECTION
                    9.03

                	
                  Indemnification
                    with Respect to Certain Taxes and Loss of REMIC Status.

                
	
                  ARTICLE
                    X TERMINATION

                
	 	
                  SECTION
                    10.01

                	
                  Termination.

                
	 	
                  SECTION
                    10.02

                	
                  Additional
                    Termination Requirements.

                
	
                  ARTICLE
                    XI MISCELLANEOUS PROVISIONS

                
	 	
                  SECTION
                    11.01

                	
                  Amendment.

                
	 	
                  SECTION
                    11.02

                	
                  Recordation
                    of Agreement; Counterparts.

                
	 	
                  SECTION
                    11.03

                	
                  Limitation
                    on Rights of Certificateholders.

                
	 	
                  SECTION
                    11.04

                	
                  Governing
                    Law; Jurisdiction.

                
	 	
                  SECTION
                    11.05

                	
                  Notices.

                
	 	
                  SECTION
                    11.06

                	
                  Severability
                    of Provisions.

                
	 	
                  SECTION
                    11.07

                	
                  Article
                    and Section References.

                
	 	
                  SECTION
                    11.08

                	
                  Notice
                    to the Rating Agencies and the NIMS Insurer.

                
	 	
                  SECTION
                    11.09

                	
                  Further
                    Assurances.

                
	 	
                  SECTION
                    11.10

                	
                  Third
                    Party Rights.

                
	 	
                  SECTION
                    11.11

                	
                  Benefits
                    of Agreement.

                
	 	
                  SECTION
                    11.12

                	
                  Acts
                    of Certificateholders.

                


        

        


          
            
               

               

               

            

            
               

              
                

              

            

            
               

            

          



      

      Exhibits:

       

      
        
          	
                  Exhibit
                    A-1

                	
                  Form
                    of Class I-A-1 Certificates

                
	
                  Exhibit
                    A-2

                	
                  Form
                    of Class II-A-1 Certificates

                
	
                  Exhibit
                    A-3

                	
                  Form
                    of Class II-A-2 Certificates

                
	
                  Exhibit
                    A-4

                	
                  Form
                    of Class II-A-3 Certificates

                
	
                  Exhibit
                    A-5

                	
                  Form
                    of Class II-A-4 Certificates

                
	
                  Exhibit
                    A-6

                	
                  Form
                    of Class M-1 Certificates

                
	
                  Exhibit
                    A-7

                	
                  Form
                    of Class M-2 Certificates

                
	
                  Exhibit
                    A-8

                	
                  Form
                    of Class M-3 Certificates

                
	
                  Exhibit
                    A-9

                	
                  Form
                    of Class M-4 Certificates

                
	
                  Exhibit
                    A-10

                	
                  Form
                    of Class M-5 Certificates

                
	
                  Exhibit
                    A-11

                	
                  Form
                    of Class M-6 Certificates

                
	
                  Exhibit
                    A-12

                	
                  Form
                    of Class M-7 Certificates

                
	
                  Exhibit
                    A-13

                	
                  Form
                    of Class M-8 Certificates

                
	
                  Exhibit
                    A-14

                	
                  Form
                    of Class M-9 Certificates

                
	
                  Exhibit
                    A-15

                	
                  Form
                    of Class M-10 Certificates

                
	
                  Exhibit
                    A-16

                	
                  Form
                    of Class M-11 Certificates

                
	
                  Exhibit
                    A-17

                	
                  Form
                    of Class C Certificates

                
	
                  Exhibit
                    A-18

                	
                  Form
                    of Class P Certificates

                
	
                  Exhibit
                    A-19

                	
                  Form
                    of Class R Certificates

                
	
                  Exhibit
                    A-20

                	
                  Form
                    of Class R-X Certificates

                
	
                  Exhibit
                    B

                	
                  [Reserved]

                
	
                  Exhibit
                    C

                	
                  Form
                    of Mortgage Loan Purchase Agreement

                
	
                  Exhibit
                    D

                	
                  Mortgage
                    Loan Schedule

                
	
                  Exhibit
                    E

                	
                  Request
                    for Release

                
	
                  Exhibit
                    F-1

                	
                  Form
                    of Trustee’s/Custodian’s Initial Certification

                
	
                  Exhibit
                    F-2

                	
                  Form
                    of Trustee’s/Custodian’s Final Certification

                
	
                  Exhibit
                    F-3

                	
                  Form
                    of Receipt of Mortgage Note

                
	
                  Exhibit
                    G

                	
                  Form
                    of Custodial Agreement 

                
	
                  Exhibit
                    H

                	
                  Form
                    of Lost Note Affidavit

                
	
                  Exhibit
                    I

                	
                  Form
                    of Limited Power of Attorney

                
	
                  Exhibit
                    J

                	
                  Form
                    of Investment Letter

                
	
                  Exhibit
                    K

                	
                  Form
                    of Transfer Affidavit for Residual Certificates

                
	
                  Exhibit
                    L

                	
                  Form
                    of Transferor Certificate

                
	
                  Exhibit
                    M

                	
                  Form
                    of ERISA Representation Letter

                
	
                  Exhibit
                    N-1

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

                
	
                  Exhibit
                    N-2

                	
                  Form
                    Certification to be Provided to the Depositor by the
                    Trustee

                
	
                  Exhibit
                    N-3

                	
                  Form
                    Certification to be Provided to the Depositor by the
                    Servicer

                
	
                  Exhibit
                    O

                	
                  [Reserved]

                
	
                  Exhibit
                    P

                	
                  Form
                    of Annual Statement as to Compliance

                
	
                  Exhibit
                    Q

                	
                  Form
                    of Interest Rate Swap Agreement

                
	
                  Exhibit
                    R

                	
                  Form
                    of Swap Administration Agreement

                
	
                  Exhibit
                    S

                	
                  Servicing
                    Criteria

                
	
                  Exhibit
                    T

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

                
	
                  Schedule
                    I

                	
                  Prepayment
                    Charge Schedule

                
	
                  Schedule
                    II

                	
                  Swap
                    Payment Schedule

                


        

      

       


      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

          
          

        

      



      This
        Pooling and Servicing Agreement is dated as of May 1, 2006 (the “Agreement”),
        among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), OPTION
        ONE MORTGAGE CORPORATION, as servicer (the “Servicer”) and DEUTSCHE BANK
        NATIONAL TRUST COMPANY, as trustee (the “Trustee”).

       

      PRELIMINARY
        STATEMENT:

       

      The
        Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
        aggregate will evidence the entire beneficial ownership interest in the Trust
        Fund created hereunder. The Certificates will consist of twenty classes of
        certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class
        II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) Class II-A-3
        Certificates, (v) the Class II-A-4 Certificates, (vi) the Class M-1 Certificates
        (vii) the Class M-2 Certificates, (viii) the Class M-3 Certificates, (ix)
        the
        Class M-4 Certificates, (x) the Class M-5 Certificates, (xi) the Class M-6
        Certificates, (xii) the Class M-7 Certificates, (xiii) the Class M-8
        Certificates, (xiv) the Class M-9 Certificates, (xv) the Class M-10
        Certificates, (xvi) the Class M-11 Certificates, (xvii) the Class C
        Certificates, (xviii) the Class P Certificates, (xix) the Class R Certificates
        and (xx) the Class R-X Certificates.

       


      
        
           

           

           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        1

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the Mortgage Loans and certain other related assets subject
        to
        this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account,
        the
        Swap Account, the Serivicer Prepayment Charge Payment Amounts, the Supplemental
        Interest Trust and the Interest Rate Swap Agreement) subject to this Agreement
        as a REMIC for federal income tax purposes, and such segregated pool of assets
        shall be designated as “REMIC 1.” The Class R-1 Interest shall represent the
        sole class of “residual interests” in REMIC 1 for purposes of the REMIC
        Provisions (as defined herein). The following table irrevocably sets forth
        the
        designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial
        Uncertificated Principal Balance and, for purposes of satisfying Treasury
        Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for
        each of the REMIC 1 Regular Interests (as defined herein). None of the REMIC
        1
        Regular Interests shall be certificated.

       

      
        	
                 

                Designation

              	 	
                Uncertificated
                  REMIC 1

                Pass-Through
                  Rate

              	 	
                Initial

                Uncertificated
                  Principal Balance

              	 	
                Latest
                  Possible

                Maturity
                  Date(1)

              	 
	
                I

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 23,368,468.55
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-1-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 14,947,947.76
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-1-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 14,947,947.76
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-2-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 18,206,619.69
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-2-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 18,206,619.69
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-3-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 21,430,120.35
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-3-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 21,430,120.35
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-4-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 24,586,949.30
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-4-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 24,586,949.30
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-5-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 27,644,591.42
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-5-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 27,644,591.42
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-6-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 30,569,941.12
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-6-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 30,569,941.12
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-7-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 33,329,213.37
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-7-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 33,329,213.37
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-8-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 35,869,612.36
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-8-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 35,869,612.36
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-9-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 35,825,178.19
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-9-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 35,825,178.19
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-10-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 34,211,367.51
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-10-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 34,211,367.51
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-11-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 32,606,785.36
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-11-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 32,606,785.36
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-12-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 31,078,587.49
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-12-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 31,078,587.49
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-13-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 29,623,103.40
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-13-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 29,623,103.40
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-14-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 28,236,839.95
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-14-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 28,236,839.95
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-15-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 26,916,472.83
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-15-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 26,916,472.83
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-16-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 25,658,838.31
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-16-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 25,658,838.31
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-17-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 24,460,925.51
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-17-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 24,460,925.51
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-18-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 23,322,864.40
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-18-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 23,322,864.40
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-19-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 22,292,650.47
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-19-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 22,292,650.47
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-20-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 50,202,495.98
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-20-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 50,202,495.98
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-21-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 59,556,700.53
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-21-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 59,556,700.53
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-22-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 50,144,642.55
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-22-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 50,144,642.55
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-23-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 41,724,602.71
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-23-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 41,724,602.71
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-24-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 22,598,774.85
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-24-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 22,598,774.85
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-25-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 12,625,657.12
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-25-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 12,625,657.12
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-26-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 11,625,530.54
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-26-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 11,625,530.54
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-27-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 10,992,212.62
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-27-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 10,992,212.62
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-28-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 10,394,642.02
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-28-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 10,394,642.02
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-29-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 9,832,240.18
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-29-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 9,832,240.18
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-30-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 9,301,839.51
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-30-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 9,301,839.51
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-31-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 8,801,561.89
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-31-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 8,801,561.89
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-32-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 8,329,646.18
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-32-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 8,329,646.18
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-33-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 7,884,377.73
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-33-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 7,884,377.73
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-34-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 7,463,327.34
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-34-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 7,463,327.34
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-35-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 7,066,978.71
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-35-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 7,066,978.71
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-36-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 6,693,019.96
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-36-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 6,693,019.96
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-37-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 6,340,055.33
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-37-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 6,340,055.33
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-38-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 6,006,865.12
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-38-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 6,006,865.12
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-39-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 5,692,295.39
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-39-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 5,692,295.39
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-40-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 5,395,220.53
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-40-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 5,395,220.53
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-41-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 5,114,738.26
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-41-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 5,114,738.26
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-42-A

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 103,709,744.93
                  

              	
                 

              	
                June
                  25, 2036

              	
                 

              
	
                I-42-B

              	
                 

              	
                Variable(2)

              	
                 

              	
                $

              	
                 103,709,744.93
                  

              	
                 

              	
                June
                  25, 2036

              	 


      

      ________________

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

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

      



      
        
           

           

           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        2

       

      As
        provided herein, the Trustee shall elect to treat the segregated pool of
        assets
        consisting of the REMIC I Regular Interests as a REMIC for federal income
        tax
        purposes, and such segregated pool of assets shall be designated as “REMIC 2.”
The Class R-2 Interest shall represent the sole class of “residual interests” in
        REMIC 2 for purposes of the REMIC Provisions under federal tax law. The
        following table irrevocably sets forth the designation, the Uncertificated
        REMIC
        2 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
        purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
        “latest possible maturity date” for each of the REMIC 2 Regular Interests (as
        defined herein). None of the REMIC 2 Regular Interests shall be
        certificated.

       

      
        	
                Designation

              	
                Uncertificated
                  REMIC 2

                Pass-Through
                  Rate

              	
                Initial
                  Uncertificated

                Principal
                  Balance

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                LTAA

              	
                Variable(2)

              	$ 	
                 1,959,999,927.45
                  

              	
                June
                  25, 2036

              
	
                LTIA1

              	
                Variable(2)

              	$ 	
                 7,515,330.00
                  

              	
                June
                  25, 2036

              
	
                LTIIA1

              	
                Variable(2)

              	$ 	
                 3,947,680.00
                  

              	
                June
                  25, 2036

              
	
                LTIIA2

              	
                Variable(2)

              	$ 	
                 1,812,000.00
                  

              	
                June
                  25, 2036

              
	
                LTIIA3

              	
                Variable(2)

              	$ 	
                 1,573,930.00
                  

              	
                June
                  25, 2036

              
	
                LTIIA4

              	
                Variable(2)

              	$ 	
                 411,060.00
                  

              	
                June
                  25, 2036

              
	
                LTM1

              	
                Variable(2)

              	$ 	
                1,650,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM2

              	
                Variable(2)

              	$ 	
                 400,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM3

              	
                Variable(2)

              	$ 	
                 360,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM4

              	
                Variable(2)

              	$ 	
                 340,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM5

              	
                Variable(2)

              	$ 	
                 330,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM6

              	
                Variable(2)

              	$ 	
                 320,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM7

              	
                Variable(2)

              	$ 	
                 270,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM8

              	
                Variable(2)

              	$ 	
                 220,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM9

              	
                Variable(2)

              	$ 	
                 160,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM10

              	
                Variable(2)

              	$ 	
                 200,000.00
                  

              	
                June
                  25, 2036

              
	
                LTM11

              	
                Variable(2)

              	$ 	
                 180,000.00
                  

              	
                June
                  25, 2036

              
	
                LTZZ

              	
                Variable(2)

              	$ 	
                 20,309,998.52
                  

              	
                June
                  25, 2036

              
	
                LTP

              	
                Variable(2)

              	$ 	
                100.00
                  

              	
                June
                  25, 2036

              
	
                LTIO

              	
                Variable(2) 

              	 	
                (3)

              	
                June
                  25, 2036

              


      

      


      ________________

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

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

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

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        3

       

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

       

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

       

      
        	
                Designation

              	
                Original
                  Class Certificate

                Principal
                  Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                Class
                  I-A-1

              	
                 $

              	
                 751,533,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  II-A-1

              	
                 $

              	
                 394,768,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  II-A-2

              	
                 $

              	
                 181,200,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  II-A-3

              	
                 $

              	
                 157,393,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  II-A-4

              	
                 $

              	
                 41,106,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-1

              	
                 $

              	
                 165,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-2

              	
                 $

              	
                 40,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-3

              	
                 $

              	
                 36,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-4

              	
                 $

              	
                 34,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-5

              	
                 $

              	
                 33,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-6

              	
                 $

              	
                 32,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-7

              	
                 $

              	
                 27,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-8

              	
                 $

              	
                 22,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-9

              	
                 $

              	
                 16,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-10

              	
                 $

              	
                 20,000,000.00

              	
                Variable(2)

              	
                June
                  25, 2036

              
	
                Class
                  M-11

              	
                 $

              	
                 18,000,000.00

              	
                5.0000%
                  per annum(3)

              	
                June
                  25, 2036

              
	
                Class
                  C Interest

              	
                 $

              	
                 30,999,925.97

              	
                Variable(4)

              	
                June
                  25, 2036

              
	
                Class
                  P Interest

              	
                 $

              	
                 100.00

              	
                Variable(5)

              	
                June
                  25, 2036

              
	
                Class
                  IO Interest

              	 	
                (6)

              	
                (7)

              	
                June
                  25, 2036

              


      

      ________________

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

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

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

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

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

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

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


      
        
           

           

           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        4

       

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

       

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

       

      
        	
                Designation

              	
                Original
                  Class Certificate

                Principal
                  Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                Class
                  C

              	
                $  

              	30,999,925.97	
                Variable(2)

              	
                June
                  25, 2036

              


      

      ________________

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

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


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        5

       

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

       

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

       

      
        	
                Designation

              	
                Original
                  Class Certificate

                Principal
                  Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                Class
                  P

              	
                $ 

              	
                100.00

              	
                Variable(2)

              	
                June
                  25, 2036

              


      

      ________________

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

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


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      REMIC
        6

       

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

       

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

       

      
        	
                Class
                  Designation

              	
                Original
                  Class Certificate

                Principal
                  Balance

              	
                Pass-Through
                  Rate

              	
                Latest
                  Possible

                Maturity
                  Date(1)

              
	
                SWAP
                  IO

              	
                N/A

              	
                Variable(2)

              	
                June
                  25, 2036

              


      

      ________________

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

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

       

       

      
        
          
             

          

          
             

            
              

            

          

          
             

          

        

      

      


      ARTICLE
        I



      DEFINITIONS

       

      	SECTION
              1.01  	
              Defined
                Terms.

            


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Advance
        Facility”: As defined in Section 3.29 hereof.

       

      “Advance
        Facility Trustee”: As defined in Section 3.29 hereof.

       

      “Advancing
        Person”: As defined in Section 3.29 hereof.

       

      “Advance
        Reimbursement Amounts”: As defined in Section 3.29 hereof.

       

      “Adverse
        REMIC Event”: As defined in Section 9.01(f) hereof.

       

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

       

      “Agreement”:
        This Pooling and Servicing Agreement and all amendments hereof and supplements
        hereto.

       

      “Allocated
        Realized Loss Amount”: With respect to any Distribution Date and any Class of
        Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such
        Class of Certificates on such Distribution Date and (ii) the amount of any
        Allocated Realized Loss Amount for such Class of Certificates remaining
        undistributed from the previous Distribution Date as reduced by an amount
        equal
        to the increase in the related Certificate Principal Balance due to the receipt
        of Subsequent Recoveries.

       

      “Assignment”:
        An assignment of Mortgage, notice of transfer or equivalent instrument, in
        recordable form, which is sufficient under the laws of the jurisdiction wherein
        the related Mortgaged Property is located to reflect or record the sale of
        the
        Mortgage.

       

      “Assumed
        Final Maturity Date”: As to each Class of Certificates, the date set forth as
        such in the Prospectus Supplement.

       

      “Available
        Funds”: With respect to any Distribution Date, an amount equal to the excess of
        (i) the sum of (a) the aggregate of the related Monthly Payments received
        on the
        Mortgage Loans on or prior to the related Determination Date, (b) Net
        Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries, Principal
        Prepayments, proceeds from repurchases of and substitutions for such Mortgage
        Loans and other unscheduled recoveries of principal and interest in respect
        of
        the Mortgage Loans received during the related Prepayment Period, (c) the
        aggregate of any amounts received in respect of a related REO Property withdrawn
        from any REO Account and deposited in the Collection Account for such
        Distribution Date, (d) the aggregate of any amounts deposited in the Collection
        Account by the Servicer in respect of related Prepayment Interest Shortfalls
        for
        such Distribution Date, (e) the aggregate of any Advances made by the Servicer
        for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate
        of any related advances made by the Trustee in respect of the Mortgage Loans
        for
        such Distribution Date pursuant to Section 7.02 and (g) the amount of any
        Prepayment Charges collected by the Servicer in connection with the full
        or
        partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
        Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable
        to the Servicer pursuant to Section 3.11(a) or the Trustee pursuant to Section
        3.11(b), (b) amounts deposited in the Collection Account or the Distribution
        Account pursuant to clauses (a) through (g) above, as the case may be, in
        error,
        (c) the amount of any Prepayment Charges collected by the Servicer in connection
        with the full or partial prepayment of any of the Mortgage Loans and any
        Servicer Prepayment Charge Payment Amount, (d) the fees of the Custodian
        payable
        from the Distribution Account pursuant to Section 8.05, (e) any indemnification
        payments or expense reimbursements made by the Trust Fund pursuant to Section
        8.05 and (f) any Net Swap Payment or Swap Termination Payment owed to the
        Swap
        Provider (other than any Swap Termination Payment owed to the Swap Provider
        resulting from a Swap Provider Trigger Event).

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Certificate”:
        Any Regular Certificate or Residual Certificate.

       

      “Certificateholder”
        or “Holder”: The Person in whose name a Certificate is registered in the
        Certificate Register, except that a Disqualified Organization or non-U.S.
        Person
        shall not be a Holder of a Residual Certificate for any purpose hereof and,
        solely for the purposes of giving any consent pursuant to this Agreement,
        any
        Certificate registered in the name of the Depositor or the Servicer or any
        Affiliate thereof shall be deemed not to be outstanding and the Voting Rights
        to
        which it is entitled shall not be taken into account in determining whether
        the
        requisite percentage of Voting Rights necessary to effect any such consent
        has
        been obtained, except as otherwise provided in Section 11.01. The Trustee
        and
        the NIMS Insurer may conclusively rely upon a certificate of the Depositor
        or
        the Servicer in determining whether a Certificate is held by an Affiliate
        thereof. All references herein to “Holders” or “Certificateholders” shall
        reflect the rights of Certificate Owners as they may indirectly exercise
        such
        rights through the Depository and participating members thereof, except as
        otherwise specified herein; provided, however, that the Trustee and the NIMS
        Insurer shall be required to recognize as a “Holder” or “Certificateholder” only
        the Person in whose name a Certificate is registered in the Certificate
        Register.

       

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

       

      
        	
                Class

              	
                REMIC
                  2

                Regular

                Interest

              	
                Certificate
                  Margin

              
	
                (1)
                  (%)

              	
                (2)
                  (%)

              
	
                I-A-1

              	
                LTIA1

              	
                0.1550%

              	
                0.3100%

              
	
                II-A-1

              	
                LTIIA1

              	
                0.0600%

              	
                0.1200%

              
	
                II-A-2

              	
                LTIIA2

              	
                0.1100%

              	
                0.2200%

              
	
                II-A-3

              	
                LTIIA3

              	
                0.1700%

              	
                0.3400%

              
	
                II-A-4

              	
                LTIIA4

              	
                0.2500%

              	
                0.5000%

              
	
                M-1

              	
                LTM1

              	
                0.3100%

              	
                0.4650%

              
	
                M-2

              	
                LTM2

              	
                0.3600%

              	
                0.5400%

              
	
                M-3

              	
                LTM3

              	
                0.4300%

              	
                0.6450%

              
	
                M-4

              	
                LTM4

              	
                0.4600%

              	
                0.6900%

              
	
                M-5

              	
                LTM5

              	
                0.5400%

              	
                0.8100%

              
	
                M-6

              	
                LTM6

              	
                1.0000%

              	
                1.5000%

              
	
                M-7

              	
                LTM7

              	
                1.1000%

              	
                1.6500%

              
	
                M-8

              	
                LTM8

              	
                2.0000%

              	
                3.0000%

              
	
                M-9

              	
                LTM9

              	
                2.5000%

              	
                3.7500%

              
	
                M-10

              	
                LTM10

              	
                2.5000%

              	
                3.7500%

              


      

      __________

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

      (2) For
        each
        other Accrual Period.

      


      “Certificate
        Owner”: With respect to each Book-Entry Certificate, any beneficial owner
        thereof.

       

      “Certificate
        Principal Balance”: With respect to any Class of Regular Certificates (other
        than the Class C Certificates) immediately prior to any Distribution Date,
        will
        be equal to the Initial Certificate Principal Balance thereof plus any
        Subsequent Recoveries added to the Certificate Principal Balance of such
        Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
        distributed in respect of principal of such Class and, in the case of a
        Mezzanine Certificate, Realized Losses allocated thereto on all prior
        Distribution Dates. With respect to the Class C Certificates as of any date
        of
        determination, an amount equal to the excess, if any, of (A) the then aggregate
        Uncertificated Principal Balance of the REMIC 2 Regular Interests over (B)
        the
        then aggregate Certificate Principal Balance of the Class A and Mezzanine
        Certificates and the Class P Certificates then outstanding. 

       

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

       

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

       

      “Class”:
        Collectively, Certificates which have the same priority of payment and bear
        the
        same class designation and the form of which is identical except for variation
        in the Percentage Interest evidenced thereby.

       

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

       

      “Class
        C
        Certificates”: Any one of the Class C Certificates executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-17, representing (i) a Regular Interest
        in
        REMIC 4, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
        Termination Payments and (iii) the right to receive the Class IO Distribution
        Amount.

       

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

       

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

       

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

       

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

       

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

       

      “Class
        II-A-4 Certificate”: Any one of the Class II-A-4 Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-5, representing (i)
        a
        Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-6, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-1/M-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date) and (ii) the aggregate Certificate Principal Balance
        of the Class M-1 Certificates and the Class M-2 Certificates immediately
        prior
        to such Distribution Date over (y) the lesser of (A) the product of (i) 73.10%
        and (ii) the Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus the related Overcollateralization
        Floor.

       

      “Class
        M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-7, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

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

       

      “Class
        M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 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-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date) and (iv) the Certificate Principal Balance of the
        Class
        M-3 Certificates immediately prior to such Distribution Date over (y) the
        lesser
        of (A) the product of (i) 76.70% and (ii) the aggregate Stated Principal
        Balance
        of the Mortgage Loans as of the last day of the related Due Period (after
        giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the related Overcollateralization Floor.

       

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

       

      “Class
        M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 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-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date) (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates (after taking into account the distribution of the Class M-3
        Principal Distribution Amount on such Distribution Date) and (v) the Certificate
        Principal Balance of the Class M-4 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) 80.10% and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus the related Overcollateralization
        Floor.

       

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

       

      “Class
        M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 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-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date), (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates (after taking into account the distribution of the Class M-3
        Principal Distribution Amount on such Distribution Date), (v) the Certificate
        Principal Balance of the Class M-4 Certificates (after taking into account
        the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 83.40% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus the related
        Overcollateralization Floor.

       

      “Class
        M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-11, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 Certificates (after taking into account the distribution of the Class
        M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
        Certificate Principal Balance of the Class M-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date), (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates (after taking into account the distribution of the Class M-3
        Principal Distribution Amount on such Distribution Date), (v) the Certificate
        Principal Balance of the Class M-4 Certificates (after taking into account
        the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date) and (vii) the Certificate
        Principal Balance of the Class M-6 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) 86.60% and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus the related Overcollateralization
        Floor.

       

      “Class
        M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 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-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date), (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates (after taking into account the distribution of the Class M-3
        Principal Distribution Amount on such Distribution Date), (v) the Certificate
        Principal Balance of the Class M-4 Certificates (after taking into account
        the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 89.30% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus the related
        Overcollateralization Floor.

       

      “Class
        M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
        and authenticated and delivered by the Certificate Registrar, substantially
        in
        the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
        in
        REMIC 3, (ii) the right to receive the Net WAC Rate Carryover Amount and
        (iii)
        the obligation to pay the Class IO Distribution Amount.

       

      “Class
        M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 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-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date), (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates (after taking into account the distribution of the Class M-3
        Principal Distribution Amount on such Distribution Date), (v) the Certificate
        Principal Balance of the Class M-4 Certificates (after taking into account
        the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the distribution of the Class M-7 Principal
        Distribution Amount on such Distribution Date) and (ix) the Certificate
        Principal Balance of the Class M-8 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) 91.50% and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus the related Overcollateralization
        Floor.

       

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

       

      “Class
        M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 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-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date), (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates (after taking into account the distribution of the Class M-3
        Principal Distribution Amount on such Distribution Date), (v) the Certificate
        Principal Balance of the Class M-4 Certificates (after taking into account
        the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the distribution of the Class M-7 Principal
        Distribution Amount on such Distribution Date), (ix) the Certificate Principal
        Balance of the Class M-8 Certificates (after taking into account the
        distribution of the Class M-8 Principal Distribution Amount on such Distribution
        Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
        immediately prior to such Distribution Date over (y) the lesser of (A) the
        product of (i) 93.10% and (ii) the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the last day of the related Due Period (after giving
        effect
        to scheduled payments of principal due during the related Due Period, to
        the
        extent received or advanced, and unscheduled collections of principal received
        during the related Prepayment Period) and (B) the aggregate Stated Principal
        Balance of the Mortgage Loans as of the last day of the related Due Period
        (after giving effect to scheduled payments of principal due during the related
        Due Period, to the extent received or advanced, and unscheduled collections
        of
        principal received during the related Prepayment Period) minus the related
        Overcollateralization Floor.

       

      “Class
        M-10 Certificate”: Any one of the Class M-10 Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-15, representing (i)
        a
        Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

       “Class
        M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 Certificates (after taking into account the distribution of the Class
        M-1/M-2 Principal Distribution Amount on such Distribution Date), (iii) the
        Certificate Principal Balance of the Class M-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date), (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates (after taking into account the distribution of the Class M-3
        Principal Distribution Amount on such Distribution Date), (v) the Certificate
        Principal Balance of the Class M-4 Certificates (after taking into account
        the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the distribution of the Class M-7 Principal
        Distribution Amount on such Distribution Date), (ix) the Certificate Principal
        Balance of the Class M-8 Certificates (after taking into account the
        distribution of the Class M-8 Principal Distribution Amount on such Distribution
        Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
        (after taking into account the distribution of the Class M-9 Principal
        Distribution Amount on such Distribution Date) and (xi) the Certificate
        Principal Balance of the Class M-10 Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) 95.10% and
        (ii)
        the aggregate Stated Principal Balance of the Mortgage Loans as of the last
        day
        of the related Due Period (after giving effect to scheduled payments of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) minus the related Overcollateralization
        Floor.

       

      “Class
        M-11 Certificate”: Any one of the Class M-11 Certificates executed by the
        Trustee, and authenticated and delivered by the Certificate Registrar,
        substantially in the form annexed hereto as Exhibit A-16, representing (i)
        a
        Regular Interest in REMIC 3, (ii) the right to receive the Net WAC Rate
        Carryover Amount and (iii) the obligation to pay the Class IO Distribution
        Amount.

       

      “Class
        M-11 Principal Distribution Amount”: The excess of (x) the sum of (i) the
        aggregate Certificate Principal Balance of the Class A Certificates (after
        taking into account the distribution of the Senior Principal Distribution
        Amount
        on such Distribution Date), (ii) the Certificate Principal Balance of the
        Class
        M-1 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-2 Certificates (after taking
        into
        account the distribution of the Class M-1/M-2 Principal Distribution Amount
        on
        such Distribution Date), (iv) the Certificate Principal Balance of the Class
        M-3
        Certificates (after taking into account the distribution of the Class M-3
        Principal Distribution Amount on such Distribution Date), (v) the Certificate
        Principal Balance of the Class M-4 Certificates (after taking into account
        the
        distribution of the Class M-4 Principal Distribution Amount on such Distribution
        Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
        (after taking into account the distribution of the Class M-5 Principal
        Distribution Amount on such Distribution Date), (vii) the Certificate Principal
        Balance of the Class M-6 Certificates (after taking into account the
        distribution of the Class M-6 Principal Distribution Amount on such Distribution
        Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
        (after taking into account the distribution of the Class M-7 Principal
        Distribution Amount on such Distribution Date), (ix) the Certificate Principal
        Balance of the Class M-8 Certificates (after taking into account the
        distribution of the Class M-8 Principal Distribution Amount on such Distribution
        Date), (x) the Certificate Principal Balance of the Class M-9 Certificates
        (after taking into account the distribution of the Class M-8 Principal
        Distribution Amount on such Distribution Date), (xi) the Certificate Principal
        Balance of the Class M-10 Certificates (after taking into account the
        distribution of the Class M-10 Principal Distribution Amount on such
        Distribution Date) and (xii) the Certificate Principal Balance of the Class
        M-11
        Certificates immediately prior to such Distribution Date over (y) the lesser
        of
        (A) the product of (i) 96.90% and (ii) the aggregate Stated Principal Balance
        of
        the Mortgage Loans as of the last day of the related Due Period (after giving
        effect to scheduled payments of principal due during the related Due Period,
        to
        the extent received or advanced, and unscheduled collections of principal
        received during the related Prepayment Period) and (B) the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Due
        Period (after giving effect to scheduled payments of principal due during
        the
        related Due Period, to the extent received or advanced, and unscheduled
        collections of principal received during the related Prepayment Period) minus
        the related Overcollateralization Floor.

       

      “Class
        P
        Certificate”: Any one of the Class P Certificates executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-18, representing a Regular Interest in REMIC
        5.

       

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

       

      “Class
        R
        Certificate”: The Class R Certificate executed by the Trustee, and authenticated
        and delivered by the Certificate Registrar, substantially in the form annexed
        hereto as Exhibit A-19 and evidencing the ownership of the Class R-1 Interest,
        the Class R-2 Interest and the Class R-3 Interest.

       

      “Class
        R-1 Interest”: The uncertificated Residual Interest in REMIC 1.

       

      “Class
        R-2 Interest”: The uncertificated Residual Interest in REMIC 2.

       

      “Class
        R-3 Interest”: The uncertificated Residual Interest in REMIC 3.

       

      “Class
        R-4 Interest”: The uncertificated Residual Interest in REMIC 4.

       

      “Class
        R-5 Interest”: The uncertificated Residual Interest in REMIC 5.

       

      “Class
        R-6 Interest”: The uncertificated Residual Interest in REMIC 6.

       

      “Class
        R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
        authenticated and delivered by the Certificate Registrar, substantially in
        the
        form annexed hereto as Exhibit A-20 and evidencing the ownership of the Class
        R-4 Interest, the Class R-5 Interest and the Class R-6 Interest.

       

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

       

      “Closing
        Date”: May 12, 2006.

       

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

       

      “Collection
        Account”: The account or accounts created and maintained by the Servicer
        pursuant to Section 3.10(a), which shall be entitled “Deutsche Bank National
        Trust Company, as Trustee, in trust for registered Holders of Soundview Home
        Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3,” which must
        be an Eligible Account.

       

      “Compensating
        Interest”: As defined in Section 3.24 hereof.

       

      “Corporate
        Trust Office”: The principal corporate trust office of the Trustee at which at
        any particular time its corporate trust business in connection with this
        Agreement shall be administered, which office at the date of the execution
        of
        this instrument is located at 1761 East St. Andrew Place, Santa Ana, CA
        92705-4934, Attention: Trust Administration- GC06O3, or at such other address
        as
        the Trustee may designate from time to time by notice to the Certificateholders,
        the Depositor, the Servicer and the Originator.

       

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

       

      
        	
                REMIC
                  2 Regular Interest

              	
                Regular
                  Certificate

              
	
                LTIA1

              	
                Class
                  I-A-1

              
	
                LTIIA1

              	
                Class
                  II-A-1

              
	
                LTIIA2

              	
                Class
                  II-A-2

              
	
                LTIIA3

              	
                Class
                  II-A-3

              
	
                LTIIA4

              	
                Class
                  II-A-4

              
	
                LTM1

              	
                Class
                  M-1

              
	
                LTM2

              	
                Class
                  M-2

              
	
                LTM3

              	
                Class
                  M-3

              
	
                LTM4

              	
                Class
                  M-4

              
	
                LTM5

              	
                Class
                  M-5

              
	
                LTM6

              	
                Class
                  M-6

              
	
                LTM7

              	
                Class
                  M-7

              
	
                LTM8

              	
                Class
                  M-8

              
	
                LTM9

              	
                Class
                  M-9

              
	
                LTM10

              	
                Class
                  M-10

              
	
                LTM11

              	
                Class
                  M-11

              
	
                LTP

              	
                Class
                  P

              


      

      


      “Credit
        Risk Management Agreement”: The Credit Risk Management Agreement, dated May 12,
        2006, between the Servicer and the Credit Risk Manager.

       

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

       

      “Credit
        Risk Manager Fee”: for
        any
        Distribution Date is the premium payable to the Credit Risk Manager at the
        Credit Risk Manager Fee Rate on the then current aggregate principal balance
        of
        the Mortgage Loans. 

       

      “Credit
        Risk Manager Fee Rate”: for any Distribution Date is 0.0125% per
        annum.

       

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

       

      “Custodial
        Agreement”: The Custodial Agreement, dated as of May 1, 2006, among the
        Custodian, the Trustee and the Servicer.

       

      “Custodian”:
        Wells Fargo Bank, N.A., as custodian of the Mortgage Files, or any successor
        thereto, pursuant to the Custodial Agreement.

       

      “Custodial
        Fee”: The amount payable to the Custodian on each Distribution Date as
        compensation for all services rendered by it under the Custodial Agreement
        which
        amount shall equal one twelfth of the product of (i) the Custodial Fee Rate
        (without regard to the words “per annum”), multiplied by (ii) the aggregate
        Principal Balance of the Mortgage Loans (after giving effect to scheduled
        payments of principal due during the Due Period relating to the previous
        Distribution Date, to the extent received or advanced and prepayments collected
        during the Prepayment Period relating to the previous Distribution
        Date).

       

      “Custodial
        Fee Rate”: for any Distribution Date is 0.0045% per annum.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Delinquency
        Servicer Termination Trigger”: A Delinquency Servicer Termination Trigger will
        have occurred with respect to the Certificates on a Distribution Date if
        the
        Three Month Rolling Delinquency Percentage for the Mortgage Loans exceeds
        18.00%.

       

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

       

      “Delinquent”:
        With respect to any Mortgage Loan and related Monthly Payment, the Monthly
        Payment due on a Due Date which is not made by the Close of Business on the
        next
        scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
        60 or
        more days Delinquent if the Monthly Payment due on a Due Date is not made
        by the
        Close of Business on the second scheduled Due Date after such Due
        Date.

       

      “Depositor”:
        Financial Asset Securities Corp., a Delaware corporation, or any successor
        in
        interest.

       

      “Depository”:
        The initial Depository shall be The Depository Trust Company, whose nominee
        is
        Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
        The
        Depository shall initially be the registered Holder of the Book-Entry
        Certificates. The Depository shall at all times be a “clearing corporation” as
        defined in Section 8-102(3) of the Uniform Commercial Code of the State of
        New
        York.

       

      “Depository
        Participant”: A broker, dealer, bank or other financial institution or other
        person for whom from time to time a Depository effects book-entry transfers
        and
        pledges of securities deposited with the Depository.

       

      “Determination
        Date”: With respect to any Distribution Date, the 15th
        day of
        the calendar month in which such Distribution Date occurs or, if such
        15th
        day is
        not a Business Day, the Business Day immediately preceding such 15th
        day.

       

      “Directly
        Operate”: With respect to any REO Property, the furnishing or rendering of
        services to the tenants thereof, the management or operation of such REO
        Property, the holding of such REO Property primarily for sale to customers,
        the
        performance of any construction work thereon or any use of such REO Property
        in
        a trade or business conducted by the REMIC other than through an Independent
        Contractor; provided, however, that the Trustee (or the Servicer on behalf
        of
        the Trustee) shall not be considered to Directly Operate an REO Property
        solely
        because the Trustee (or the Servicer on behalf of the Trustee) establishes
        rental terms, chooses tenants, enters into or renews leases, deals with taxes
        and insurance, or makes decisions as to repairs or capital expenditures with
        respect to such REO Property.

       

      “Disqualified
        Organization”: A “disqualified organization” under Section 860E of the Code,
        which as of the Closing Date is any of: (i) the United States, any state
        or
        political subdivision thereof, any foreign government, any international
        organization, or any agency or instrumentality of any of the foregoing, (ii)
        any
        organization (other than a cooperative described in Section 521 of the Code)
        which is exempt from the tax imposed by Chapter 1 of the Code unless such
        organization is subject to the tax imposed by Section 511 of the Code, (iii)
        any
        organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
        large partnership” within the meaning of Section 775 of the Code. A corporation
        will not be treated as an instrumentality of the United States or of any
        state
        or political subdivision thereof, if all of its activities are subject to
        tax
        and, a majority of its board of directors is not selected by a governmental
        unit. The term “United States”, “state” and “international organizations” shall
        have the meanings set forth in Section 7701 of the Code.

       

      “Distribution
        Account”: The trust account or accounts created and maintained by the Trustee
        pursuant to Section 3.10(b) which shall be entitled “Distribution Account,
        Deutsche Bank National Trust Company, as Trustee, in trust for the registered
        Certificateholders of Soundview Home Loan Trust 2006-OPT3, Asset-Backed
        Certificates, Series 2006-OPT3” and which must be an Eligible
        Account.

       

      “Distribution
        Date”: The 25th
        day of
        any calendar month, or if such 25th
        day is
        not a Business Day, the Business Day immediately following such 25th
        day,
        commencing in June 2006.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Extra
        Principal Distribution Amount”: With respect to any Distribution Date, the
        lesser of (x) the Monthly Interest Distributable Amount payable on the Class
        C
        Certificates on such Distribution Date as reduced by Realized Losses allocated
        thereto with respect to such Distribution Date pursuant to Section 4.08 and
        (y)
        the Overcollateralization Deficiency Amount for such Distribution
        Date.

       

      “Fannie
        Mae”: Federal National Mortgage Association or any successor
        thereto.

       

      “FDIC”:
        Federal Deposit Insurance Corporation or any successor thereto.

       

      “Final
        Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
        Property (other than a Mortgage Loan or REO Property purchased by the Originator
        or the Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c)
        or Section 10.01), a determination made by the Servicer that all Insurance
        Proceeds, Liquidation Proceeds and other payments or recoveries which the
        Servicer, in its reasonable good faith judgment, expects to be finally
        recoverable in respect thereof have been so recovered. The Servicer shall
        maintain records, prepared by a Servicing Officer, of each Final Recovery
        Determination made thereby.

       

      “Fitch”:
        Fitch Ratings, or its successor in interest.

       

      “Fixed
        Rate Certificates”: The Class M-11 Certificates.

       

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

       

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

       

      “Floating
        Rate Certificates”: Any Class A Certificate or Mezzanine Certificate (other than
        the Class M-11 Certificates).

       

      “Floating
        Swap Payment”: With respect to any Distribution Date, a floating amount equal to
        the product of (i) Swap LIBOR, (ii) the related Base Calculation Amount
(as
        defined in the Interest Rate Swap Agreement),
        (iii)
        250 and (iv) a fraction, the numerator of which is the actual number of days
        elapsed from and including the previous Floating Rate Payer Payment Date
        (as
        defined in the Interest Rate Swap Agreement) to but excluding the current
        Floating Rate Payer Payment (or, for the first Floating Rate Payer Payment
        Date,
        the actual number of days elapsed from the Closing Date to but excluding
        the
        first Floating Rate Payer Payment Date), and the denominator of which is
        360.

       

      “Formula
        Rate”: For any Distribution Date and any Class of the Floating Rate
        Certificates, the lesser of (i) the Base Rate and (ii) the Maximum Cap
        Rate.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Group
        I
        Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
        Balance at origination that conforms to Fannie Mae and Freddie Mac loan limits.
        The aggregate principal balance of the Group I Mortgage Loans as of the Cut-off
        Date is equal to $984,971,797.59.

       

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

       

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

       

      “Group
        I
        Senior Principal Distribution Amount”: The excess of (x) the Certificate
        Principal Balance of the Group I Certificates immediately prior to such
        Distribution Date over (y) the lesser of (A) the product of (i) 52.60% and
        (ii)
        the aggregate Stated Principal Balance of the Group I Mortgage Loans as of
        the
        last day of the related Due Period (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
        Loans as of the last day of the related Due Period (after giving effect to
        scheduled payments of principal due during the related Due Period, to the
        extent
        received or advanced, and unscheduled collections of principal received during
        the related Prepayment Period) minus the related Overcollateralization
        Floor.

       

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

       

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

       

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

       

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

       

      “Group
        II
        Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
        Principal Balance at origination that may or may not conform to Fannie Mae
        and
        Freddie Mac loan limits. The aggregate principal balance of the Group II
        Mortgage Loans as of the Cut-off Date is equal to
        $1,015,028,228.38.

       

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

       

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

       

      “Group
        II
        Senior Principal Distribution Amount”: The excess of (x) the aggregate
        Certificate Principal Balance of the Group II Certificates immediately prior
        to
        such Distribution Date over (y) the lesser of (A) the product of (i) 52.60%
        and
        (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans
        as of
        the last day of the related Due Period (after giving effect to scheduled
        payments of principal due during the related Due Period, to the extent received
        or advanced, and unscheduled collections of principal received during the
        related Prepayment Period) and (B) the aggregate Stated Principal Balance
        of the
        Group II Mortgage Loans as of the last day of the related Due Period (after
        giving effect to scheduled payments of principal due during the related Due
        Period, to the extent received or advanced, and unscheduled collections of
        principal received during the related Prepayment Period) minus the related
        Overcollateralization Floor.

       

      “Highest
        Priority”: As
        of any
        date of determination, the Class of Mezzanine Certificates then outstanding
        with
        a Certificate Principal Balance greater than zero, with the highest priority
        for
        payments pursuant to Section 4.01, in the following order of decreasing
        priority: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
        Class M-7, Class M-8, Class M-9, Class M-10 and Class M-11
        Certificates.

       

      “Indenture”:
        An indenture relating to the issuance of notes secured by the Class C
        Certificates, the Class P Certificates and/or Residual Certificates (or any
        portion thereof) which may or may not be guaranteed by the NIMS
        Insurer.

       

      “Independent”:
        When used with respect to any specified Person, any such Person who (a) is
        in
        fact independent of the Depositor, the Servicer and their respective Affiliates,
        (b) does not have any direct financial interest in or any material indirect
        financial interest in the Depositor or the Servicer or any Affiliate thereof,
        and (c) is not connected with the Depositor or the Servicer or any Affiliate
        thereof as an officer, employee, promoter, underwriter, trustee, partner,
        director or Person performing similar functions; provided, however, that
        a
        Person shall not fail to be Independent of the Depositor or the Servicer
        or any
        Affiliate thereof merely because such Person is the beneficial owner of 1%
        or
        less of any class of securities issued by the Depositor or the Servicer or any
        Affiliate thereof, as the case may be.

       

      “Independent
        Contractor”: Either (i) any Person (other than the Servicer) that would be an
“independent contractor” with respect to any of the REMICs created hereunder
        within the meaning of Section 856(d)(3) of the Code if such REMIC were a
        real
        estate investment trust (except that the ownership tests set forth in that
        section shall be considered to be met by any Person that owns, directly or
        indirectly, 35% or more of any Class of Certificates), so long as each such
        REMIC does not receive or derive any income from such Person and provided
        that
        the relationship between such Person and such REMIC is at arm’s length, all
        within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii)
        any
        other Person (including the Servicer) if the Trustee has received an Opinion
        of
        Counsel to the effect that the taking of any action in respect of any REO
        Property by such Person, subject to any conditions therein specified, that
        is
        otherwise herein contemplated to be taken by an Independent Contractor will
        not
        cause such REO Property to cease to qualify as “foreclosure property” within the
        meaning of Section 860G(a)(8) of the Code (determined without regard to the
        exception applicable for purposes of Section 860D(a) of the Code), or cause
        any
        income realized in respect of such REO Property to fail to qualify as Rents
        from
        Real Property.

       

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

       

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

       

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

       

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

       

      “Interest
        Rate Swap Agreement”: The 1992 ISDA Master Agreement (Multicurrency-Cross
        Border) dated as of May 10, 2006 (together with the schedule thereto, the
        Master
        Agreement) between the Swap Provider and the Trustee (in its capacity as
        Supplemental Interest Trust Trustee).

       

      “Late
        Collections”: With respect to any Mortgage Loan, all amounts received subsequent
        to the Determination Date immediately following any related Due Period, whether
        as late payments of Monthly Payments or as Insurance Proceeds, Liquidation
        Proceeds or otherwise, which represent late payments or collections of principal
        and/or interest due (without regard to any acceleration of payments under
        the
        related Mortgage and Mortgage Note) but delinquent on a contractual basis
        for
        such Due Period and not previously recovered.

       

      “LIBOR”:
        With respect to each Accrual Period, the rate determined by the Trustee on
        the
        related Interest Determination Date on the basis of the London interbank
        offered
        rate for one-month United States dollar deposits, as such rate appears on
        the
        Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest
        Determination Date. If such rate does not appear on Telerate Page 3750, the
        rate
        for such Interest Determination Date will be determined on the basis of the
        offered rates of the Reference Banks for one-month United States dollar
        deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
        The Trustee will request the principal London office of each of the Reference
        Banks to provide a quotation of its rate. On such Interest Determination
        Date,
        LIBOR for the related Accrual Period will be established by the Trustee as
        follows:

       

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

       

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

       

      Notwithstanding
        the foregoing, LIBOR for the Class A and Floating Rate Certificates for the
        first Accrual Period will be 5.10% per annum.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Losses”:
        As defined in Section 9.03.

       

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

       

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

       

      “Marker
        Rate”: With respect to the Class C Interest and any Distribution Date, a per
        annum rate equal to two (2) times the weighted average of the Uncertificated
        REMIC 2 Pass-Through Rates for each REMIC 2 Regular Interest (other than
        REMIC 2
        Regular Interest LTAA, REMIC 2 Regular Interest LTIO and REMIC 2 Regular
        Interest LTP), with the rate on each such REMIC 2 Regular Interest (other
        than
        REMIC 2 Regular Interest LTZZ) subject to a cap equal to the Pass-Through
        Rate
        for the Corresponding Certificate for the purpose of this calculation; and
        with
        the rate on REMIC 2 Regular Interest LTZZ subject to a cap of zero for the
        purpose of this calculation; provided, however, that solely for this purpose,
        calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
        caps with respect to each such REMIC 2 Regular Interest (other than REMIC
        2
        Regular Interest LTM11 and REMIC 2 Regular Interest LTZZ) shall be multiplied
        by
        a fraction, the numerator of which is the actual number of days in the related
        Interest Accrual Period and the denominator of which is 30.

       

      “Maximum
        Cap Rate”: For any Distribution Date and any Class of the Floating Rate
        Certificates, a per annum rate equal to the product of (i) the sum of (x)
        the
        weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage
        Loans, weighted on the basis of the outstanding Stated Principal Balance
        of the
        Mortgage Loans as of the first day of the calendar month preceding the month
        of
        such Distribution Date and (y) an amount, expressed as a percentage, equal
        to a
        fraction, the numerator of which is equal to the Net Swap Payment made by
        the
        Swap Provider and the denominator of which is equal to the aggregate Stated
        Principal Balance of the Mortgage Loans, multiplied by 12 and (ii) a fraction,
        the numerator of which is 30 and the denominator of which is the actual number
        of days elapsed in the related Accrual Period.

       

      “Maximum
        Uncertificated Accrued Interest Deferral Amount”: With respect to any
        Distribution Date, the excess of (a) accrued interest at the Uncertificated
        REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest LTZZ for
        such
        Distribution Date on a balance equal to the Uncertificated Principal Balance
        of
        REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
        in
        each case for such Distribution Date, over (b) the sum of the Uncertificated
        Accrued Interest on REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
        LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3,
        REMIC
        2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
        Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
        REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
        Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
        REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest LTM11 with the
        rate
        on each such REMIC 2 Regular Interest subject to a cap equal to the Pass-Through
        Rate for the related Corresponding Certificate for the purpose of this
        calculation; provided, however, that for this purpose, calculations of the
        Uncertificated REMIC 2 Pass-Through Rate and the related caps with respect
        to
        each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interest LTM11
        and REMIC 2 Regular Interest LTZZ) shall be multiplied by a fraction, the
        numerator of which is the actual number of days elapsed in the related Accrual
        Period and the denominator of which is 30.

       

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

       

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

       

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

       

      “Mezzanine
        Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3
        Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6
        Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9
        Certificate, Class M-10 Certificate or Class M-11 Certificate.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Mortgage”:
        The mortgage, deed of trust or other instrument creating a first or second
        lien
        on, or first or second priority security interest in, a Mortgaged Property
        securing a Mortgage Note.

       

      “Mortgage
        File”: The mortgage documents listed in Section 2.01 pertaining to a particular
        Mortgage Loan and any additional documents required to be added to the Mortgage
        File pursuant to this Agreement.

       

      “Mortgage
        Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to
        Section 2.01 or Section 2.03(d) as from time to time held as a part of the
        Trust
        Fund, the Mortgage Loans so held being identified in the Mortgage Loan
        Schedule.

       

      “Mortgage
        Loan Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated as of
        April 13, 2006, among the Originator, the Sellers and the
        Depositor.

       

      “Mortgage
        Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 2
        on such date, separately identifying the Group I Mortgage Loans and the Group
        II
        Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan Schedule
        shall
        be prepared by the Depositor and shall set forth the following information
        with
        respect to each Mortgage Loan, as applicable:

       

      (1)  the
        Mortgage Loan identifying number;

       

      (2)  [reserved];

       

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

       

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

       

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

       

      (6)  the
        original months to maturity;

       

      (7)  
          the
        stated remaining months to maturity from the Cut-off Date based on the original
        amortization schedule;

       

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

       

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

       

      (10) 
          the
        date
        on which the first Monthly Payment was due on the Mortgage Loan;

       

      (11)   
         the
        stated maturity date;

       

      (12)   
         the
        amount of the Monthly Payment at origination;

       

      (13) 
          the
        amount of the Monthly Payment due on the first Due Date after the Cut- off
        Date;

       

      (14) 
          the
        last
        Due Date on which a Monthly Payment was actually applied to the unpaid Stated
        Principal Balance;

       

      (15)   
         the
        original principal amount of the Mortgage Loan;

       

      (16) 
          the
        Stated Principal Balance of the Mortgage Loan as of the Close of Business
        on the
        Cut-off Date;

       

      (17) 
          a
        code
        indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term
        refinancing, cash-out refinancing);

       

      (18)   
         the
        Mortgage Rate at origination;

       

      (19) 
          a
        code
        indicating the documentation program (i.e., full documentation, limited income
        verification, no income verification, alternative income
        verification);

       

      (20)  
         the
        risk
        grade;

       

      (21)  
         the
        Value
        of the Mortgaged Property;

       

      (22)    
        the
        sale
        price of the Mortgaged Property, if applicable;

       

      (23) 
          the
        actual unpaid principal balance of the Mortgage Loan as of the Cut-off
        Date;

       

      (24)   
         the
        type
        and term of the related Prepayment Charge;

       

      (25)  
         with
        respect to any Adjustable-Rate Mortgage Loan, the rounding code, the Minimum
        Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin, the next Adjustment
        Date and the Periodic Rate Cap;

       

      (26)   
         the
        program code;

       

      (27)    
         the
        Loan
        Group; and

       

      (28)  the
        lien
        priority.

       

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

       

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

       

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

       

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

       

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

       

      “Mortgagor”:
        The obligor on a Mortgage Note.

       

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

       

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

       

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

       

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

       

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

       

      “Net
        WAC
        Rate”: For any Distribution Date with respect to any Class of Class A or
        Mezzanine Certificates, a per annum rate (which rate, in the case of the
        Floating Rate Certificates, shall be multiplied by a fraction, the numerator
        of
        which is 30 and the denominator of which is the actual number of days elapsed
        in
        the related Accrual Period) equal to the weighted average of the Adjusted
        Net
        Mortgage Rates of the Mortgage Loans, weighted based on their outstanding
        Stated
        Principal Balances as of the first day of the calendar month preceding the
        month
        in which the Distribution Date occurs minus (i) an amount, expressed as a
        percentage, equal to the product of (x) the Net Swap Payment, if any, paid
        by
        the Trust for such Distribution Date divided by the aggregate Stated Principal
        Balance of the Mortgage Loans and (y) 12 and (ii) an amount, expressed as
        a
        percentage, equal to the product of (x) the Swap Termination Payment, if
        any,
        due from the Trust (other than any Swap Termination Payment resulting from
        a
        Swap Provider Trigger Event) for such Distribution Date divided by the aggregate
        Stated Principal Balance of the Mortgage Loans, and (y) 12. For federal income
        tax purposes, the equivalent of the foregoing shall be expressed as a per
        annum
        rate (which rate, in the case of the Floating Rate Certificates, shall be
        multiplied by a fraction, the numerator of which is 30 and the denominator
        of
        which is the actual number of days elapsed in the related Accrual Period)
        equal
        to the weighted average of the Uncertificated REMIC 2 Pass-Through Rates
        on each
        REMIC 2 Regular Interest (other than REMIC 2 Regular Interests LTIO), weighted
        on the basis of the Uncertificated Principal Balance of each such REMIC 1
        Regular Interest.

       

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

       

      “Net
        WAC
        Rate Carryover Reserve Account”: The account established and maintained pursuant
        to Section 4.08.

       

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

       

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

       

      “Nonrecoverable
        Advance”: Any Advance or Servicing Advance previously made or proposed to be
        made in respect of a Mortgage Loan or REO Property that, in the good faith
        business judgment of the Servicer, will not be ultimately recoverable from
        Late
        Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds
        on such Mortgage Loan or REO Property as provided herein.

       

      “Notional
        Amount”: Immediately prior to any Distribution Date with respect to the Class C
        Interest, the aggregate Uncertificated Principal Balance of the REMIC Regular
        1
        Interests (other than REMIC 2 Regular Interest LTP).

       

      “Offered
        Certificates”: The Class A Certificates and the Mezzanine Certificates offered
        to the public pursuant to the Prospectus Supplement.

       

      “Officers’
        Certificate”: A certificate signed by the Chairman of the Board, the Vice
        Chairman of the Board, the President or a vice president (however denominated),
        or by the Treasurer, the Secretary, or one of the assistant treasurers or
        assistant secretaries of the Servicer, the Originator or the Depositor, as
        applicable.

       

      “Opinion
        of Counsel”: A written opinion of counsel, who may, without limitation, be a
        salaried counsel for the Depositor or the Servicer, acceptable to the Trustee,
        except that any opinion of counsel relating to (a) the qualification of any
        REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion
        of Independent counsel.

       

      “Optional
        Termination Date”: The first Distribution Date on which the Terminator may opt
        to terminate the Trust Fund pursuant to Section 10.01.

       

      “Original
        Class Certificate Principal Balance”: With respect to the Class A Certificates,
        the Mezzanine Certificates, the Class C Certificates, the Class C Interest,
        the
        Class IO Interest, REMIC Regular Interest SWAP IO, the Class P Certificates
        and
        the Class P Interest, the corresponding amounts set forth opposite such Class
        above in the Preliminary Statement.

       

      “Originator”:
        Option One Mortgage Corporation., or its successor in interest.

       

      “Overcollateralization
        Deficiency Amount”: With respect to any Distribution Date, the amount, if any,
        by which the Overcollateralization Target Amount exceeds the Overcollateralized
        Amount on such Distribution Date (assuming that 100% of the Principal Remittance
        Amount is applied as a principal distribution on such Distribution Date).
        

       

      “Overcollateralization
        Floor”: With respect to the Group I Certificates, $4,924,858.99. With respect to
        the Group II Certificates, $5,075,141.14. With respect to the Mezzanine
        Certificates, $10,000,000.13.

       

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

       

      “Overcollateralization
        Target Amount”: With respect to any Distribution Date (x) prior to the Stepdown
        Date, an amount equal to 1.55% of the aggregate Stated Principal Balance
        of the
        Mortgage Loans as of the Cut-off Date and (y) on or after the Stepdown Date
        provided a Trigger Event is not in effect, the greater of (A) 3.10% of the
        aggregate Stated Principal Balance of the Mortgage Loans as of the last day
        of
        the related Due Period )after giving effect to scheduled payments of principal
        due during the related Due Period, to the extend received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) and (B) the Overcollateralization Floor and (z) on
        or
        after the Stepdown Date if a Trigger Event is in effect, the
        Overcollateralization Target Amount for the immediately preceding Distribution
        Date.
        Notwithstanding the foregoing, on and after any Distribution Date following
        the
        reduction of the aggregate Certificate Principal Balance of the Class A and
        Mezzanine Certificates to zero, the Overcollateralization Target Amount shall
        be
        zero.

       

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

       

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

       

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

       

      
        	
                Class

              	
                Fixed
                  Rate

              
	
                (1)

              	
                (2)

              
	
                M-11

              	
                6.0000%
                  per annum

              	
                6.5000%
                  per annum

              


      

      __________

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

      (2) For
        each
        other Accrual Period.

       

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

       

      With
        respect to the Class C Interest and any Distribution Date, a per annum rate
        equal to the percentage equivalent of a fraction, the numerator of which
        is (x)
        the sum of (i) 100% of the interest on REMIC 2 Regular Interest LTP and (ii)
        interest on the Uncertificated Balance of each REMIC 2 Regular Interest listed
        in clause (y) at a rate equal to the related Uncertificated REMIC 2 Pass-Through
        Rate minus the Marker Rate and the denominator of which is (y) the aggregate
        Uncertificated Principal Balance of REMIC 2 Regular Interests LTAA, LTIA1,
        LTIIA1, LTIIA2, LTIIA3, LTIIA4, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7,
        LTM8,
        LTM9, LTM10, LTM11, and LTZZ.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (i)  the
        Mortgage Loan identifying number;

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Prospectus
        Supplement”: That certain Prospectus Supplement dated April 13, 2006 relating to
        the public offering of the Class A Certificates and the Mezzanine Certificates
        (other than the Class M-9, Class M-10 and Class M-11 Certificates).

       

      “Purchase
        Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
        Originator or the Servicer pursuant to or as contemplated by Section 2.03,
        Section 3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate
        from the Originator or the Servicer to the Trustee, an amount equal to the
        sum
        of (i) 100% of the Stated Principal Balance thereof as of the date of purchase
        (or such other price as provided in Section 10.01), (ii) in the case of (x)
        a
        Mortgage Loan, accrued interest on such Stated Principal Balance at the
        applicable Mortgage Rate in effect from time to time from the Due Date as
        to
        which interest was last covered by a payment by the Mortgagor or an Advance
        by
        the Servicer, which payment or Advance had as of the date of purchase been
        distributed pursuant to Section 4.01, through the end of the calendar month
        in
        which the purchase is to be effected, and (y) an REO Property, the sum of
        (1)
        accrued interest on such Stated Principal Balance at the applicable Mortgage
        Rate in effect from time to time from the Due Date as to which interest was
        last
        covered by a payment by the Mortgagor or an advance by the Servicer through
        the
        end of the calendar month immediately preceding the calendar month in which
        such
        REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
        for each calendar month commencing with the calendar month in which such
        REO
        Property was acquired and ending with the calendar month in which such purchase
        is to be effected, net of the total of all net rental income, Insurance
        Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
        had
        been distributed as or to cover REO Imputed Interest pursuant to Section
        4.04,
        (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
        Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
        previously withdrawn from the Collection Account in respect of such Mortgage
        Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
        Loan required to be purchased pursuant to Section 2.03, expenses reasonably
        incurred or to be incurred by the Servicer, the NIMS Insurer or the Trustee
        in
        respect of the breach or defect giving rise to the purchase obligation including
        any costs and damages incurred by the Trust Fund in connection with any
        violation by such loan of any predatory or abusive lending law.

       

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

       

      “Qualified
        Substitute Mortgage Loan”: A mortgage loan substituted for a Deleted Mortgage
        Loan by the Originator pursuant to the terms of this Agreement and the Mortgage
        Loan Purchase Agreement which must, on the date of such substitution, (i)
        have
        an outstanding Stated Principal Balance (or in the case of a substitution
        of
        more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Stated
        Principal Balance), after application of all scheduled payments of principal
        and
        interest due during or prior to the month of substitution, not in excess
        of, and
        not more than 5% less than, the outstanding Stated Principal Balance of the
        Deleted Mortgage Loan as of the Due Date in the calendar month during which
        the
        substitution occurs, (ii) have a Mortgage Rate not less than (and not more
        than
        one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
        Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
        Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage
        Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage
        Loan is an Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not
        less
        than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
        Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
        a
        Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage
        Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
        Mortgage Loan, have a next Adjustment Date not more than two months later
        than
        the next Adjustment Date on the Deleted Mortgage Loan, (vii) [reserved],
        (viii)
        have a remaining term to maturity not greater than (and not more than one
        year
        less than) that of the Deleted Mortgage Loan, (ix) be current as of the date
        of
        substitution, (x) have a Loan-to-Value Ratio as of the date of substitution
        equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan
        as
        of such date, (xi) have a risk grading determined by the Originator at least
        equal to the risk grading assigned on the Deleted Mortgage Loan, (xii) have
        been
        underwritten or reunderwritten by the Originator in accordance with the same
        underwriting criteria and guidelines as the Deleted Mortgage Loan, (xiii)
        be a
        first lien mortgage loan if the Deleted Mortgage Loan is a first lien mortgage
        loan and (xiv) conform
        to each representation and warranty assigned to the Depositor pursuant to
        the
        Assignment Agreement. In the event that one or more mortgage loans are
        substituted for one or more Deleted Mortgage Loans, the amounts described
        in
        clause (i) hereof shall be determined on the basis of aggregate Stated Principal
        Balance, the Mortgage Rates described in clauses (ii) through (vi) hereof
        shall
        be satisfied for each such mortgage loan, the risk gradings described in
        clause
        (x) hereof shall be satisfied as to each such mortgage loan, the terms described
        in clause (viii) hereof shall be determined on the basis of weighted average
        remaining term to maturity (provided that no such mortgage loan may have
        a
        remaining term to maturity longer than the Deleted Mortgage Loan), the
        Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as
        to
        each such mortgage loan and, except to the extent otherwise provided in this
        sentence, the representations and warranties described in clause (xiv) hereof
        must be satisfied as to each Qualified Substitute Mortgage Loan or in the
        aggregate, as the case may be.

       

      “Rating
        Agency or Rating Agencies”: Moody’s and S&P or their successors. If such
        agencies or their successors are no longer in existence, “Rating Agencies” shall
        be such nationally recognized statistical rating agencies, or other comparable
        Persons, designated by the Depositor, notice of which designation shall be
        given
        to the Trustee and Servicer.

       

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

       

      “Record
        Date”: With respect to (i) the Fixed Rate Certificates, the Class P
        Certificates, the Class C Certificates and the Residual Certificates, the
        Close
        of Business on the last Business Day of the calendar month preceding the
        month
        in which the related Distribution Date occurs and (ii) the Floating Rate
        Certificates, the Close of Business on the Business Day immediately preceding
        the related Distribution Date; provided, however, that following the date
        on
        which Definitive Certificates for any of the Floating Rate Certificates are
        available pursuant to Section 5.02, the Record Date for such Certificates
        that
        are Definitive Certificates shall be the last Business Day of the calendar
        month
        preceding the month in which the related Distribution Date occurs.

       

      “Reference
        Banks”: Those banks (i) with an established place of business in London,
        England, (ii) not controlling, under the control of or under common control
        with
        the Originator or the Servicer or any Affiliate thereof and (iii) which have
        been designated as such by the Trustee after consultation with the Depositor;
        provided, however, that if fewer than two of such banks provide a LIBOR rate,
        then any leading banks selected by the Trustee after consultation with the
        Depositor which are engaged in transactions in United States dollar deposits
        in
        the international Eurocurrency market.

       

      “Refinanced
        Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase
        the related Mortgaged Property.

       

      “Regular
        Certificate”: Any of the Class A Certificates, Mezzanine Certificates, Class C
        Certificates or Class P Certificates.

       

      “Reimbursement
        amount”: As defined in Section 3.29.

       

      “Relief
        Act”: The Servicemembers Civil Relief Act, as amended, or any state law
        providing for similar relief.

       

      “Relief
        Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage
        Loan with respect to which there has been a reduction in the amount of interest
        collectible thereon for the most recently ended Due Period as a result of
        the
        application of the Relief Act or any similar state or local laws, the amount
        by
        which (i) interest collectible on such Mortgage Loan during such Due Period
        is
        less than (ii) one month’s interest on the Principal Balance of such Mortgage
        Loan at the Mortgage Rate for such Mortgage Loan before giving effect to
        the
        application of the Relief Act or such state or local laws.

       

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

       

      “REMIC
        1”: The segregated pool of assets subject hereto, constituting the primary
        trust
        created hereby and to be administered hereunder, with respect to which a
        REMIC
        election is to be made consisting of: (i) such Mortgage Loans as from time
        to
        time are subject to this Agreement, together with the Mortgage Files relating
        thereto, and together with all collections thereon and proceeds thereof,
        (ii)
        any REO Property, together with all collections thereon and proceeds thereof,
        (iii) the Trustee’s rights with respect to the Mortgage Loans under all
        insurance policies required to be maintained pursuant to this Agreement and
        any
        proceeds thereof, (iv) the Depositor’s rights under the Mortgage Loan Purchase
        Agreement (including any security interest created thereby) and (v) the
        Collection Account, the Distribution Account (subject to the last sentence
        of
        this definition) and any REO Account and such assets that are deposited therein
        from time to time and any investments thereof, together with any and all
        income,
        proceeds and payments with respect thereto. Notwithstanding the foregoing,
        however, REMIC 1 specifically excludes the Net WAC Rate Carryover Reserve
        Account, the Swap Account, the Servicer Prepayment Charge Payment Amounts,
        the
        Interest Rate Swap Agreement, and all payments and other collections of
        principal and interest due on the Mortgage Loans on or before the Cut-off
        Date
        and all Prepayment Charges payable in connection with Principal Prepayments
        made
        before the Cut-off Date.

       

      “REMIC
        1
        Regular Interests”: Any of the separate non-certificated beneficial ownership
        interests in REMIC 1 issued hereunder and designated as a “regular interest” in
        REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
        Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and
        shall
        be entitled to distributions of principal, subject to the terms and conditions
        hereof, in an aggregate amount equal to its initial Uncertificated Principal
        Balance as set forth in the Preliminary Statement hereto.

       

      “REMIC
        2
        Interest Loss Allocation Amount”: With respect to any Distribution Date, an
        amount equal to (a) the product of (i) the aggregate Stated Principal Balance
        of
        the Mortgage Loans and related REO Properties then outstanding and (ii) the
        Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA
        minus
        the Marker Rate, divided by (b) 12.

       

      “REMIC
        2
        Overcollateralization Amount”: With respect to any date of determination, (i)
        1.00% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
        Interests (other than REMIC 2 Regular Interest LTP) minus (ii) the aggregate
        Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC
        2
        Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
        Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
        LTM1,
        REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
        Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
        REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
        Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest
        LTM11, in each case as of such date of determination.

       

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

       

      “REMIC
        2
        Principal Loss Allocation Amount”: With respect to any Distribution Date, an
        amount equal to the product of (i) the aggregate Stated Principal Balance
        of the
        Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus
        a
        fraction, the numerator of which is two times the aggregate Uncertificated
        Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
        LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3,
        REMIC
        2 Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular
        Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
        REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
        Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
        REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest LTM11 and the
        denominator of which is the aggregate Uncertificated Principal Balance of
        REMIC
        2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
        Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
        LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
        2
        Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
        LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC
        2
        Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
        LTM10, REMIC 2 Regular Interest LTM11 and REMIC 2 Regular Interest
        LTZZ.

       

      “REMIC
        2
        Regular Interests”: One of the separate non-certificated beneficial ownership
        interests in REMIC 2 issued hereunder and designated as a Regular Interest
        in
        REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
        Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and
        shall
        be entitled to distributions of principal (other than REMIC 2 Regular Interest
        LTIO), subject to the terms and conditions hereof, in an aggregate amount
        equal
        to its initial Uncertificated Principal Balance as set forth in the Preliminary
        Statement hereto. The following is a list of each of the REMIC 2 Regular
        Interests: REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1,
        REMIC
        2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
        Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
        LTM1,
        REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
        Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
        REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
        Interest LTM9, REMIC 2 Regular Interest LTM10, REMIC 2 Regular Interest LTM11,
        REMIC 2 Regular Interest LTZZ and REMIC 2 Regular Interest LTP.

       

      “REMIC
        3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
        Interests conveyed in trust to the Trustee, for the benefit of the Holders
        of
        the Regular Certificates (other than the Class C Certificates and Class P
        Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
        and the Class R Certificates (in respect of the Class R-3 Interest), pursuant
        to
        Article II hereunder, and all amounts deposited therein, with respect to
        which a
        separate REMIC election is to be made.

       

      “REMIC
        3
        Regular Interest”: The Class C Interest, Class P Interest, Class IO Interest and
        any “regular interest” in REMIC 3 the ownership of which is represented by a
        Class A Certificate or Class M Certificate.

       

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

       

      “REMIC
        4
        Regular Interest”: Any “regular interest” in REMIC 4 the ownership of which is
        represented by a Class C Certificate.

       

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

       

      “REMIC
        5
        Regular Interest”: Any “regular interest” in REMIC 5 the ownership of which is
        represented by a Class P Certificate.

       

      “REMIC
        6”: The segregated pool of assets consisting of the SWAP IO Interest conveyed
        in
        trust to the Trustee, for the benefit of the Holders of the REMIC 6 Regular
        Interest Class IO and the Class R-X Certificates (in respect of the Class
        R-6
        Interest), pursuant to Article II hereunder, and all amounts deposited therein,
        with respect to which a separate REMIC election is to be made.

       

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

       

      “REMIC
        Regular Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest, REMIC 3
        Regular Interest, REMIC 4 Regular Interest or REMIC 5 Regular
        Interest.

       

      “Remittance
        Report”: A report prepared by the Servicer and delivered to the Trustee and the
        NIMS Insurer pursuant to Section 4.04.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      “SEC”:
        Securities and Exchange Commission. 

       

      “Seller”:
        Any one or all of: (i) Option One Mortgage Corporation, a California corporation
        or (ii) Option One Owner Trust 2001-1A, Option One Owner Trust 2001-1B, Option
        One Owner Trust 2001-2, Option One Owner Trust 2002-3, Option One Owner Trust
        2003-4, Option One Owner Trust 2003-5, Option One Owner Trust 2005-6, Option
        One
        Owner Trust 2005-7, Option One Owner Trust 2005-8 and/or Option One Owner
        Trust
        2005-9, each a Delaware statutory trust.

       

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

       

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

       

      “Servicer”:
        Option One Mortgage Corporation, or any successor servicer appointed as herein
        provided, in its capacity as Servicer hereunder.

       

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

       

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

       

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

       

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

       

      “Servicing
        Advance Reimbursement Amount”: As defined in Section 3.29.

       

      “Servicing
        Advances”: All customary, reasonable and necessary “out of pocket” costs and
        expenses (including reasonable attorneys’ fees and expenses) incurred by the
        Servicer in the performance of its servicing obligations, including, but
        not
        limited to, the cost of (i) the preservation, restoration, inspection and
        protection of the Mortgaged Property, (ii) any enforcement or judicial
        proceedings, including foreclosures, (iii) the management and liquidation
        of the
        REO Property, (iv) obtaining broker price opinions, (v) locating missing
        Mortgage Loan documents and (vi) compliance with the obligations under Sections
        3.01, 3.09, 3.14, 3.16, and 3.23. Servicing Advances also include any reasonable
        “out-of-pocket” costs and expenses (including legal fees) incurred by the
        Servicer in connection with executing and recording instruments of satisfaction,
        deeds of reconveyance or Assignments of Mortgage in connection with any
        foreclosure in respect of any Mortgage Loan to the extent not recovered from
        the
        related Mortgagor or otherwise payable under this Agreement. The Servicer
        shall
        not be required to make any Servicing Advance that would be a Nonrecoverable
        Advance.

       

      “Servicing
        Fee”: With respect to each Mortgage Loan and for any Due Period, an amount equal
        to one month’s interest (or in the event of any payment of interest which
        accompanies a Principal Prepayment in full made by the Mortgagor during such
        calendar month, interest for the number of days covered by such payment of
        interest) at the related Servicing Fee Rate on the same principal amount
        on
        which interest on such Mortgage Loan accrues for such calendar month. A portion
        of such Servicing Fee may be retained by any Sub-Servicer as its servicing
        compensation.

       

      “Servicing
        Fee Rate”: 0.30%
        per
        annum for the first 10 Due Periods; 0.40% per annum for Due Periods 11 through
        30; and 0.65% per annum for Due Period 31 and thereafter.

       

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

       

      “Servicing
        Standard”: As defined in Section 3.01.

       

      “Servicing
        Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the
        Trustee in connection with the transfer of servicing from a predecessor
        servicer, including, without limitation, any reasonable costs or expenses
        associated with the complete transfer of all servicing data and the completion,
        correction or manipulation of such servicing data as may be required by the
        Trustee to correct any errors or insufficiencies in the servicing data or
        otherwise to enable the Trustee (or any successor servicer appointed pursuant
        to
        Section 7.02) to service the Mortgage Loans properly and effectively and
        any
        fees associated with MERS.

       

      “Startup
        Day”: As defined in Section 9.01(b) hereof.

       

      “Stated
        Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
        determination up to but not including the Distribution Date on which the
        proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
        would be distributed, the outstanding principal balance of such Mortgage
        Loan as
        of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum
        of (i)
        the principal portion of each Monthly Payment due on a Due Date subsequent
        to
        the Cut-off Date to the extent received from the Mortgagor or advanced by
        the
        Servicer and distributed pursuant to Section 4.01 on or before such date
        of
        determination, (ii) all Principal Prepayments received after the Cut-off
        Date to
        the extent distributed pursuant to Section 4.01 on or before such date of
        determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the
        extent distributed pursuant to Section 4.01 on or before such date of
        determination, and (iv) any Realized Loss incurred with respect thereto as
        a
        result of a Deficient Valuation made during or prior to the Due Period for
        the
        most recent Distribution Date coinciding with or preceding such date of
        determination; and (b) as of any date of determination coinciding with or
        subsequent to the Distribution Date on which the proceeds, if any, of a
        Liquidation Event with respect to such Mortgage Loan would be distributed, zero.
        With respect to any REO Property: (a) as of any date of determination up
        to but
        not including the Distribution Date on which the proceeds, if any, of a
        Liquidation Event with respect to such REO Property would be distributed,
        an
        amount (not less than zero) equal to the Stated Principal Balance of the
        related
        Mortgage Loan as of the date on which such REO Property was acquired on behalf
        of the Trust Fund, minus the aggregate amount of REO Principal Amortization
        in
        respect of such REO Property for all previously ended calendar months, to
        the
        extent distributed pursuant to Section 4.01 on or before such date of
        determination; and (b) as of any date of determination coinciding with or
        subsequent to the Distribution Date on which the proceeds, if any, of a
        Liquidation Event with respect to such REO Property would be distributed,
        zero.

       

      “Stepdown
        Date”: The earlier to occur of (i) the Distribution Date on which the aggregate
        Certificate Principal Balance of the Class A Certificates have been reduced
        to
        zero and (ii) the later to occur of (x) the Distribution Date occurring in
        June
        2009 and (y) the first Distribution Date on which the Senior Credit Enhancement
        Percentage (calculated for this purpose only after taking into account payments
        of principal on the Mortgage Loans but prior to distribution of the Group
        I
        Principal Distribution Amount and the Group II Principal Distribution Amount
        to
        the Certificates then entitled to distributions of principal on such
        Distribution Date) is equal to or greater than 47.40%.

       

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

       

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

       

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

       

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

       

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

       

      “Supplemental
        Interest Trust”: As defined in Section 4.05(a).

       

      “Swap
        Administration Agreement”: As defined in Section 4.05(b).

       

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

       

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

       

      “Swap
        Administrator”: Deutsche Bank National Trust Company, a national banking
        association, or any successor in interest, or any successor Swap Administrator
        appointed pursuant to the Swap Administration Agreement.

       

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

       

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

       

      “Swap
        Provider”: The Bank of New York.

       

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

       

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

       

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

       

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

       

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

       

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

       

      “Three
        Month Rolling Delinquency Percentage”: With respect to the Mortgage Loans and
        any Distribution Date, the average for the three most recent calendar months
        of
        the fraction, expressed as a percentage, the numerator of which is (x) the
        sum
        (without duplication) of the aggregate of the Stated Principal Balances of
        all
        Mortgage Loans that are (i) 60 or more days Delinquent, (ii) in bankruptcy
        and
        60 or more days Delinquent, (iii) in foreclosure and 60 or more days Delinquent
        or (iv) REO Properties, and the denominator of which is (y) the sum of the
        Stated Principal Balances of the Mortgage Loans, in the case of both (x)
        and
        (y), as of the Close of Business on the last Business Day of each of the
        three
        most recent calendar months.

       

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

       

      (a)  the
        Delinquency
        Percentage exceeds
        38.10% of the Senior 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 (the “Realized Loss
        Percentage”):

       

      
        	
                Distribution
                  Date Occurring In

              	
                Percentage

              
	
                June
                  2008 through May 2009

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

              
	
                June
                  2009 through May 2010

              	
                3.35%
                  for the first month, plus an additional 1/12th
                  of
                  2.00% for each month thereafter.

              
	
                June
                  2010 through May 2011

              	
                5.35%
                  for the first month, plus an additional 1/12th
                  of
                  1.55% for each month thereafter.

              
	
                June
                  2011 through May 2012

              	
                6.90%
                  for the first month, plus an additional 1/12th
                  of
                  0.80% for each month thereafter.

              
	
                June
                  2012 through May 2013

              	
                7.70%
                  for the first month, plus an additional 1/12th
                  of
                  0.10% for each month thereafter.

              
	
                June
                  2013 and thereafter

              	
                7.80%
                  for each month.

              


      

      


      “Trust”:
        Soundview Home Loan Trust 2006-OPT3, the trust created hereunder.

       

      “Trust
        Fund”: All of the assets of the Trust, which is the trust created hereunder
        consisting of REMIC 2, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6,
        distributions made to the Trust Administrator by the Swap Administrator under
        the Swap Administration Agreement and the Swap Account, the right to receive
        any
        amounts from the Net WAC Rate Carryover Reserve Account and any Servicer
        Prepayment Charge Payment Amounts.

       

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

       

      “Trustee
        Compensation”: The amount payable to the Trustee on each Distribution Date
        pursuant to Section 8.05 as compensation for all services rendered by it
        in the
        execution of the trust hereby created and in the exercise and performance
        of any
        of the powers and duties of the Trustee hereunder.

       

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

       

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

       

      
        	
                Distribution
                  Date

              	
                REMIC
                  1 Regular Interests

              
	
                1st
                  through 2nd

              	
                I-1-A
                  through I-42-A

              
	
                3

              	
                I-2-A
                  through I-42-A

              
	
                4

              	
                I-3-A
                  through I-42-A

              
	
                5

              	
                I-4-A
                  through I-42-A

              
	
                6

              	
                I-5-A
                  through I-42-A

              
	
                7

              	
                I-6-A
                  through I-42-A

              
	
                8

              	
                I-7-A
                  through I-42-A

              
	
                9

              	
                I-8-A
                  through I-42-A

              
	
                10

              	
                I-9-A
                  through I-42-A

              
	
                11

              	
                I-10-A
                  through I-42-A

              
	
                12

              	
                I-11-A
                  through I-42-A

              
	
                13

              	
                I-12-A
                  through I-42-A

              
	
                14

              	
                I-13-A
                  through I-42-A

              
	
                15

              	
                I-14-A
                  through I-42-A

              
	
                16

              	
                I-15-A
                  through I-42-A

              
	
                17

              	
                I-16-A
                  through I-42-A

              
	
                18

              	
                I-17-A
                  through I-42-A

              
	
                19

              	
                I-18-A
                  through I-42-A

              
	
                20

              	
                I-19-A
                  through I-42-A

              
	
                21

              	
                I-20-A
                  through I-42-A

              
	
                22

              	
                I-21-A
                  through I-42-A

              
	
                23

              	
                I-22-A
                  through I-42-A

              
	
                24

              	
                I-23-A
                  through I-42-A

              
	
                25

              	
                I-24-A
                  through I-42-A

              
	
                26

              	
                I-25-A
                  through I-42-A

              
	
                27

              	
                I-26-A
                  through I-42-A

              
	
                28

              	
                I-27-A
                  through I-42-A

              
	
                29

              	
                I-28-A
                  through I-42-A

              
	
                30

              	
                I-29-A
                  through I-42-A

              
	
                31

              	
                I-30-A
                  through I-42-A

              
	
                32

              	
                I-31-A
                  through I-42-A

              
	
                33

              	
                I-32-A
                  through I-42-A

              
	
                34

              	
                I-33-A
                  through I-42-A

              
	
                35

              	
                I-34-A
                  through I-42-A

              
	
                36

              	
                I-35-A
                  through I-42-A

              
	
                37

              	
                I-36-A
                  through I-42-A

              
	
                38

              	
                I-37-A
                  through I-42-A

              
	
                39

              	
                I-38-A
                  through I-42-A

              
	
                40

              	
                I-39-A
                  through I-42-A

              
	
                41

              	
                I-40-A
                  through I-42-A

              
	
                42

              	
                I-41-A
                  and I-42-A

              
	
                43

              	
                I-42-A

              
	
                thereafter

              	
                $0.00

              


      

      


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

       

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

       

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

       

      “Uncertificated
        REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest I, a per
        annum rate equal to the weighted average Net Mortgage Rate of the Mortgage
        Loans. With respect to each REMIC 1 Regular Interest ending with the designation
        “A”, a per annum rate equal to the weighted average Net Mortgage Rate of the
        Mortgage Loans multiplied by 2, subject to a maximum rate of 10.580%. With
        respect to each REMIC 1 Regular Interest ending with the designation “B”, the
        greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied
        by the weighted average Net Mortgage Rate of the Mortgage Loans over (ii)
        10.580% and (y) 0.00%.

       

      “Uncertificated
        REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest LTAA, REMIC
        2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
        Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
        LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
        2
        Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
        LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC
        2
        Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
        LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTZZ and
        REMIC 2
        Regular Interest LTP, a
        per
        annum rate (but not less than zero) equal to the weighted average of (v)
        with
        respect to REMIC 1 Regular Interest I, the Uncertificated REMIC 1 Pass-Through
        Rate for such REMIC 1 Regular Interest for each such Distribution Date, (w)
        with
        respect to REMIC 1 Regular Interests ending with the designation “B”, the
        weighted average of the Uncertificated REMIC 1 Pass-Through Rates for such
        REMIC
        1 Regular Interests, weighted on the basis of the Uncertificated Principal
        Balance of such REMIC 1 Regular Interests for each such Distribution Date
        and
        (x) with respect to REMIC 1 Regular Interests ending with the designation
“A”,
        for each Distribution Date listed below, the weighted average of the rates
        listed below for each such REMIC 1 Regular Interest listed below, weighted
        on
        the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular
        Interest for each such Distribution Date:

       

      
        	
                Distribution
                  Date

              	
                REMIC
                  1 Regular Interest

              	
                Rate

              
	
                1

              	
                I-1-A
                  through I-42-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                2

              	
                I-1-A
                  through I-42-A

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

              
	
                3

              	
                I-2-A
                  through I-42-A

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

              
	 	
                I-1-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                4

              	
                I-3-A
                  through I-42-A

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

              
	 	
                I-1-A
                  and I-2-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                5

              	
                I-4-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-3-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                6

              	
                I-5-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-4-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                7

              	
                I-6-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-5-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                8

              	
                I-7-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-6-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                9

              	
                I-8-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-7-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                10

              	
                I-9-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-8-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                11

              	
                I-10-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-9-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                12

              	
                I-11-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-10-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                13

              	
                I-12-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-11-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                14

              	
                I-13-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-12-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                15

              	
                I-14-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-13-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                16

              	
                I-15-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-14-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                17

              	
                I-16-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-15-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                18

              	
                I-17-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-16-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                19

              	
                I-18-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-17-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                20

              	
                I-19-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-18-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                21

              	
                I-20-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-19-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                22

              	
                I-21-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-20-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                23

              	
                I-22-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-21-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                24

              	
                I-23-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-22-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                25

              	
                I-24-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-23-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                26

              	
                I-25-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-24-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                27

              	
                I-26-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-25-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                28

              	
                I-27-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-26-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                29

              	
                I-28-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-27-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                30

              	
                I-29-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-28-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                31

              	
                I-30-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-29-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                32

              	
                I-31-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-30-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                33

              	
                I-32-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-31-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                34

              	
                I-33-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-32-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                35

              	
                I-34-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-33-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                36

              	
                I-35-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-34-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                37

              	
                I-36-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-35-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                38

              	
                I-37-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-36-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                39

              	
                I-38-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-37-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                40

              	
                I-39-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-38-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                41

              	
                I-40-A
                  through I-42-A

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

              
	 	
                I-1-A
                  through I-39-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                42

              	
                I-41-A
                  and I-42-A

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

              
	 	
                I-1-A
                  through I-40-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                43

              	
                I-42-A

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

              
	 	
                I-1-A
                  through I-41-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              
	
                thereafter

              	
                I-1-A
                  through I-42-A

              	
                Uncertificated
                  REMIC 1 Pass-Through Rate

              


      

      


      With
        respect to REMIC 2 Regular Interest LTIO and (a) the first Distribution Date,
        the excess of (i) the weighted average of the Uncertificated REMIC 1
        Pass-Through Rates for REMIC 1 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 1 Pass-Through
        Rates
        for REMIC 1 Regular Interests ending with the designation “A” and (b) the second
        Distribution Date through the 43rd Distribution Date, the excess of (i) the
        weighted average of the Uncertificated REMIC 1 Pass-Through Rates for REMIC
        1
        Regular Interests ending with the designation “A”, over (ii) 2 multiplied by
        Swap LIBOR and (c) thereafter, 0.00%. 

       

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

       

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

       

      “Unpaid
        Interest Shortfall Amount”: With respect to any Class of the Class A or
        Mezzanine Certificates and (i) the first Distribution Date, zero, and (ii)
        any
        Distribution Date after the first Distribution Date, the amount, if any,
        by
        which (a) the sum of (1) the Monthly Interest Distributable Amount for such
        Class for the immediately preceding Distribution Date and (2) the outstanding
        Unpaid Interest Shortfall Amount, if any, for such Class for such preceding
        Distribution Date exceeds (b) the aggregate amount distributed on such Class
        in
        respect of interest pursuant to clause (a) of this definition on such preceding
        Distribution Date, plus interest on the amount of interest due but not 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.

       

      “Value”:
        With respect to any Mortgaged Property, the lesser of (i) the lesser of (a)
        the
        value thereof as determined by an appraisal made for the originator of the
        Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser
        who met the minimum requirements of Fannie Mae and Freddie Mac, and (b) the
        value thereof as determined by a review appraisal conducted by the Originator
        in
        the event any such review appraisal determines an appraised value ten percent
        or
        more lower than the value thereof as determined by the appraisal referred
        to in
        clause (i)(a) above and (ii) the purchase price paid for the related Mortgaged
        Property by the Mortgagor with the proceeds of the Mortgage Loan, provided,
        however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged
        Property is based solely upon the lesser of (1) the value determined by an
        appraisal made for the Originator of such Refinanced Mortgage Loan at the
        time
        of origination of such Refinanced Mortgage Loan by an appraiser who met the
        minimum requirements of Fannie Mae and Freddie Mac and (2) the value thereof
        as
        determined by a review appraisal conducted by the Originator in the event
        any
        such review appraisal determines an appraised value ten percent or more lower
        than the value thereof as determined by the appraisal referred to in clause
        (ii)(1) above.

       

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

       

      	SECTION
              1.02  	
              Accounting.

            


       

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

       

      	SECTION
              1.03  	
              Allocation
                of Certain Interest Shortfalls.

            


       

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

       

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

       

      For
        purposes of calculating the amount of Uncertificated Accrued Interest for
        the
        REMIC 2 Regular Interests for any Distribution Date, the aggregate amount
        of any
        Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
        incurred in respect of the Mortgage Loans for any Distribution Date shall
        be
        allocated among REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTIA1,
        REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC
        2
        Regular Interest LTIIA3, REMIC
        2
        Regular Interest LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
        LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC
        2
        Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest
        LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC
        2
        Regular Interest LTM10, REMIC 2 Regular Interest LTM11 and REMIC 2 Regular
        Interest LTZZ pro
        rata based
        on,
        and to the extent of, one month’s interest at the then applicable respective
        Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated
        Principal Balance of each such REMIC 2 Regular Interest.

       

      	SECTION
              1.04  	
              Rights
                of the NIMS Insurer.

            


       

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

       

       


      
        
           

           

           

        

        
           

          
            

          

        

        
           

        

      


       

      ARTICLE
        II

       

      CONVEYANCE
        OF MORTGAGE LOANS;

      ORIGINAL
        ISSUANCE OF CERTIFICATES

       

      	SECTION
              2.01  	
              Conveyance
                of Mortgage Loans.

            


       

      The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse for the benefit of the Certificateholders all the right, title and
        interest of the Depositor, including any security interest therein for the
        benefit of the Depositor, in and to (i) each Mortgage Loan identified on
        the
        Mortgage Loan Schedule, including the related Cut-off Date Principal Balance,
        all interest accruing thereon on and after the Cut-off Date and all collections
        in respect of interest and principal due after the Cut-off Date; (ii) property
        which secured each such Mortgage Loan and which has been acquired by foreclosure
        or deed in lieu of foreclosure; (iii) its interest in any insurance policies
        in
        respect of the Mortgage Loans; (iv) the rights of the Depositor under the
        Mortgage Loan Purchase Agreement, (v) payments made to the Trustee by the
        Swap
        Administrator under the Swap Administration Agreement and the Swap Account,
        (vi)
        all other assets included or to be included in the Trust Fund and (vii) all
        proceeds of any of the foregoing. Such assignment includes all interest and
        principal due and collected by the Depositor or the Servicer after the Cut-off
        Date with respect to the Mortgage Loans.

       

      In
        connection with such transfer and assignment, the Depositor, does hereby
        deliver
        to, and deposit with the Custodian on behalf of the Trustee, the following
        documents or instruments with respect to each Mortgage Loan so transferred
        and
        assigned (with respect to each Mortgage Loan, a “Mortgage File”):

       

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

       

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

       

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

       

      (iv)  an
        original of any intervening assignment of Mortgage showing a complete chain
        of
        assignments (or to MERS if the Mortgage Loan is a MERS loan;

       

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

       

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

       

      The
        Depositor herewith also delivers to the Trustee an executed copy of the Mortgage
        Loan Purchase Agreement.

       

      The
        Trustee agrees to execute and deliver (or cause the Custodian to execute
        and
        deliver) and to the Depositor on or prior to the Closing Date an acknowledgment
        of receipt of the original Mortgage Note (with any exceptions noted),
        substantially in the form attached as Exhibit F-3 hereto.

       

      If
        any of
        the documents referred to in Section 2.01(ii), (iii) or (iv) above has as
        of the
        Closing Date been submitted for recording but either (x) has not been returned
        from the applicable public recording office or (y) has been lost or such
        public
        recording office has retained the original of such document, the obligations of
        the Depositor to deliver such documents shall be deemed to be satisfied upon
        (1)
        delivery to the Custodian on behalf of the Trustee no later than the Closing
        Date, of a copy of each such document certified by the Originator in the
        case of
        (x) above or the applicable public recording office in the case of (y) above
        to
        be a true and complete copy of the original that was submitted for recording
        and
        (2) if such copy is certified by the Originator, delivery to the Custodian
        on
        behalf of the Trustee, promptly upon receipt thereof of either the original
        or a
        copy of such document certified by the applicable public recording office
        to be
        a true and complete copy of the original. If the original lender’s title
        insurance policy, or a certified copy thereof, was not delivered pursuant
        to
        Section 2.01(v) above, the Depositor shall deliver or cause to be delivered
        to
        the Custodian on behalf of the Trustee, the original or a copy of a written
        commitment or interim binder or preliminary report of title issued by the
        title
        insurance or escrow company, with the original or a certified copy thereof
        to be
        delivered to the Custodian on behalf of the Trustee, promptly upon receipt
        thereof. The Servicer or the Depositor shall deliver or cause to be delivered
        to
        the Custodian on behalf of the Trustee promptly upon receipt thereof any
        other
        documents constituting a part of a Mortgage File received with respect to
        any
        Mortgage Loan, including, but not limited to, any original documents evidencing
        an assumption or modification of any Mortgage Loan.

       

      Upon
        discovery or receipt of notice of any materially defective document in, or
        that
        a document is missing from, a Mortgage File, the Trustee (or the Custodian
        on
        behalf of the Trustee) shall notify the Servicer and the Servicer shall enforce
        the obligations of the Originator under the Mortgage Loan Purchase Agreement
        to
        cure such defect or deliver such missing document to the Trustee or the
        Custodian within 120 days. If the Originator does not cure such defect or
        deliver such missing document within such time period, the Servicer shall
        use
        commercially reasonable efforts to attempt to enforce the obligations of
        the
        Originator to either repurchase or substitute for such Mortgage Loan in
        accordance with Section 2.03; provided, however, that the Servicer shall
        not be
        under any obligation to take any action pursuant to this paragraph unless
        directed by the Depositor and provided, further, the Depositor hereby agrees
        to
        assist the Servicer in enforcing any obligations of the Originator to repurchase
        or substitute for a Mortgage Loan which has breached a representation or
        warranty under the Mortgage Loan Purchase Agreement. In connection with the
        foregoing, it is understood that the Custodian on behalf of the Trustee shall
        have no duty to discover any such defects except in the course of performing
        its
        review of the Mortgage Files to the extent set forth herein.

       

      Except
        with respect to any Mortgage Loan for which MERS is identified on the Mortgage,
        the Trustee shall enforce the obligations of the Originator under the Mortgage
        Loan Purchase Agreement to cause the Assignments which were delivered in
        blank
        to be completed and to record all Assignments referred to in Section 2.01(iii)
        hereof and, to the extent necessary, in Section 2.01(iv) hereof. The Trustee
        shall enforce the obligations of the Originator under the Mortgage Loan Purchase
        Agreement to deliver such assignments for recording within 180 days of the
        Closing Date. In the event that any such Assignment is lost or returned
        unrecorded because of a defect therein, the Trustee shall enforce the
        obligations of the Originator under the Mortgage Loan Purchase Agreement
        to
        promptly have a substitute Assignment prepared or have such defect cured,
        as the
        case may be, and thereafter cause each such Assignment to be duly
        recorded.

       

      Notwithstanding
        the foregoing, for administrative convenience and facilitation of servicing
        and
        to reduce closing costs, the Assignments of Mortgage shall not be required
        to be
        submitted for recording (except with respect to any Mortgage Loan located
        in
        Maryland) unless the Trustee (or the Custodian on behalf of the Trustee)
        and the
        Depositor receive notice that such failure to record would result in a
        withdrawal or a downgrading by any Rating Agency of the rating on any Class
        of
        Certificates; provided, however, each Assignment, except with respect to
        any
        Mortgage Loan for which MERS is identified on the Mortgage, shall be submitted
        for recording in the manner described above, at no expense to the Trust Fund
        or
        Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders
        of Certificates entitled to at least 25% of the Voting Rights, (ii) the
        occurrence of a Servicer Event of Termination, (iii) the occurrence of a
        bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the
        occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
        upon
        receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
        or foreclosure relating to the Mortgagor under the related Mortgage, (vi)
        upon
        receipt of notice from the Servicer, any Mortgage Loan that is 90 days or
        more
        Delinquent and such recordation would be necessary to facilitate conversion
        of
        the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable
        direction by the NIMS Insurer. In the event of (i) through (vii) set forth
        in
        the immediately preceding sentence, the Trustee shall enforce the obligations
        of
        the Originator to deliver such Assignments for recording as provided above,
        promptly and in any event within 30 days following receipt of notice by the
        Originator. Notwithstanding the foregoing, if the Originator fails to pay
        the
        cost of recording the Assignments, such expense will be paid by the Trustee
        (if
        it reasonably believes it will be reimbursed) and the Trustee shall be
        reimbursed for such expenses by the Trust. 

       

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

       

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

       

      The
        Depositor hereby directs the Trustee to execute, deliver and perform its
        obligations under the Interest Rate Swap Agreement (in its capacity as
        Supplemental Interest Trust Trustee) and to assign any rights to receive
        payments from the Swap Provider to the Swap Administrator pursuant to the
        Swap
        Administration Agreement and the Depositor further directs the Trustee to
        execute, deliver and perform its obligations under the Swap Administration
        Agreement. The Depositor, the Servicer and the Holders of the Class A and
        Mezzanine Certificates by their acceptance of such Certificates acknowledge
        and
        agree that the Trustee shall execute, deliver and perform its obligations
        under
        the Interest Rate Swap Agreement and the Swap Administration Agreement and
        shall
        do so solely in its capacity as Trustee or as Swap Administrator, as the
        case
        may be, and not in its individual capacity. Every provision of this Agreement
        relating to the conduct or affecting the liability of or affording protection
        to
        the Trustee shall apply to the Trustee’s execution of the Interest Rate Swap
        Agreement and the Swap Administration Agreement, and the performance of its
        duties and satisfaction of its obligations thereunder

       

      	SECTION
              2.02  	
              Acceptance
                by Trustee.

            


       

      Subject
        to the provisions of Section 2.01 and subject to the review described below
        and
        any exceptions noted on the exception report described in the next paragraph
        below, the Trustee acknowledges receipt by it or the Custodian on its behalf
        of
        the documents referred to in Section 2.01 above and all other assets included
        in
        the definition of “Trust Fund” and declares that it (or the Custodian on its
        behalf) holds and will hold such documents and the other documents delivered
        to
        it constituting a Mortgage File, and that it holds or will hold all such
        assets
        and such other assets included in the definition of “Trust Fund” in trust for
        the exclusive use and benefit of all present and future
        Certificateholders.

       

      The
        Trustee agrees that it (or a Custodian will agree on its behalf) shall, for
        the
        benefit of the Certificateholders, review, or that it or a Custodian on its
        behalf has reviewed pursuant to Section 2.01 each Mortgage File on or prior
        to
        the Closing Date, with respect to each Mortgage Loan (or, with respect to
        any
        document delivered after the Startup Day, within 45 days of receipt and with
        respect to any Qualified Substitute Mortgage Loan, within 45 days after the
        assignment thereof). The Trustee further agrees that it or a Custodian on
        its
        behalf shall, for the benefit of the Certificateholders, certify to the
        Depositor and the Servicer (with
        a
        copy to the NIMS Insurer)
        in
        substantially the form attached hereto as Exhibit F-1, within 45 days after
        the
        Closing Date, with respect to each Mortgage Loan (or, with respect to any
        document delivered after the Startup Day, within 45 days of receipt and with
        respect to any Qualified Substitute Mortgage, within 45 days after the
        assignment thereof) that, as to each Mortgage Loan listed in the respective
        Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
        Mortgage Loan specifically identified in the exception report annexed thereto
        as
        not being covered by such certification), (i) all documents required to be
        delivered to it (or the Custodian on its behalf) pursuant to Section 2.01
        of
        this Agreement are in its possession, (ii) such documents have been reviewed
        by
        it (or the Custodian on its behalf) and have not been mutilated, damaged
        or torn
        and appear on their face to relate to such Mortgage Loan and (iii) based
        on its
        examination and only as to the foregoing, the information set forth in the
        Mortgage Loan Schedule that corresponds to items (1) and (3) of the Mortgage
        Loan Schedule accurately reflects information set forth in the Mortgage File.
        It
        is herein acknowledged that, in conducting such review, the Trustee (or the
        Custodian, as applicable) is under no duty or obligation to inspect, review
        or
        examine any such documents, instruments, certificates or other papers to
        determine that they are genuine, legally enforceable, valid or binding or
        appropriate for the represented purpose or that they have actually been recorded
        or that they are other than what they purport to be on their face.

       

      Prior
        to
        the first anniversary date of this Agreement the Trustee (or the Custodian
        on
        its behalf) shall deliver to the Depositor and the Servicer, with a copy
        to the
        NIMS Insurer a final certification in the form annexed hereto as Exhibit
        F-2,
        with any applicable exceptions noted thereon.

       

      If
        in the
        process of reviewing the Mortgage Files and making or preparing, as the case
        may
        be, the certifications referred to above, the Trustee (or the Custodian,
        as
        applicable) finds any document or documents constituting a part of a Mortgage
        File to be missing or not to conform with respect to any characteristics
        which
        are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
        as provided herein, at the conclusion of its review, the Trustee shall so
        notify
        the Originator, the Depositor, the NIMS Insurer and the Servicer. In addition,
        upon the discovery by the Depositor, the NIMS Insurer or the Servicer (or
        upon
        receipt by the Trustee of written notification of such breach) of a breach
        of
        any of the representations and warranties made by the Originator in the Mortgage
        Loan Purchase Agreement in respect of any Mortgage Loan which materially
        adversely affects such Mortgage Loan or the interests of the related
        Certificateholders in such Mortgage Loan, the party discovering such breach
        shall give prompt written notice to the NIMS Insurer and the other parties
        to
        this Agreement.

       

      Notwithstanding
        anything to the contrary in this Agreement, in no event shall the Trustee
        be
        liable to any party hereto or to any third party for the performance of any
        custody-related functions, including without limitation with respect to which
        the Custodian shall fail to take action on behalf of the Trustee or failure
        by
        the Custodian to perform any custody related functions in the event the
        Custodian shall fail to satisfy all the related requirements under this
        Agreement or the Custodial Agreement.

       

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

       

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

            


       

      (a)  Upon
        discovery or receipt of written notice of any materially defective document
        in,
        or that a document is missing from, a Mortgage File or of the breach by the
        Originator of any representation, warranty or covenant under the Mortgage
        Loan
        Purchase Agreement, as applicable, in respect of any Mortgage Loan which
        materially adversely affects the value of such Mortgage Loan or the interest
        therein of the Certificateholders, the Trustee (or the Custodian on its behalf)
        shall promptly notify the NIMS Insurer and the Servicer of such defect, missing
        document or breach and the Servicer shall request that the Originator deliver
        such missing document or that the Originator cure such defect or breach within
        90 days from the date the Originator was notified of such missing document,
        defect or breach, and if the Originator does not deliver such missing document
        or cure such defect or breach in all material respects during such period,
        the
        Servicer shall use commercially reasonable efforts to attempt to enforce
        the
        Originator’s obligation under the Mortgage Loan Purchase Agreement and notify
        the Originator of its obligation to repurchase such Mortgage Loan from the
        Trust
        Fund at the Purchase Price on or prior to the Determination Date following
        the
        expiration of such 90 day period (subject to Section 2.03(e)); provided,
        however, that the Servicer shall not be under any obligation to take any
        action
        pursuant to this paragraph unless directed by the Depositor and provided,
        further, the Depositor hereby agrees to assist the Servicer in enforcing
        any
        obligations of the Originator to repurchase or substitute for a Mortgage
        Loan
        which has breached a representation or warranty under the Mortgage Loan Purchase
        Agreement. The Purchase Price for the repurchased Mortgage Loan shall be
        remitted to the Servicer for deposit in the Collection Account, and the Trustee
        (or the Custodian on behalf of the Trustee), upon receipt of written
        certification from the Servicer of such deposit, shall release to the Originator
        the related Mortgage File and shall execute and deliver such instruments
        of
        transfer or assignment, in each case without recourse, as the Originator
        shall
        furnish to it and as shall be necessary to vest in the Originator any Mortgage
        Loan released pursuant hereto and the Trustee shall have no further
        responsibility with regard to such Mortgage File (it being understood that
        neither the Trustee nor the Custodian shall have any responsibility for
        determining the sufficiency of such assignment for its intended purpose).
        In
        lieu of repurchasing any such Mortgage Loan as provided above, the Originator
        may cause such Mortgage Loan to be removed from the Trust Fund (in which
        case it
        shall become a Deleted Mortgage Loan) and substitute one or more Qualified
        Substitute Mortgage Loans in the manner and subject to the limitations set
        forth
        in Section 2.03(d); provided, however, the Originator may not substitute
        for any
        Mortgage Loan which breaches a representation or warranty regarding abusive
        or
        predatory lending laws. In furtherance of the foregoing, if the Originator
        is
        not a member of MERS and repurchases a Mortgage Loan which is registered
        on the
        MERS® System, the Originator, at its own expense and without any right of
        reimbursement, shall cause MERS to execute and deliver an assignment of the
        Mortgage in recordable form to transfer the Mortgage from MERS to the Originator
        and shall cause such Mortgage to be removed from registration on the MERS®
System in accordance with MERS’ rules and regulations. It is understood and
        agreed that the obligation of the Originator to cure or to repurchase (or
        to
        substitute for) any Mortgage Loan as to which a document is missing, a material
        defect in a constituent document exists or as to which such a breach has
        occurred and is continuing shall constitute the sole remedy against the
        Originator respecting such omission, defect or breach available to the Trustee
        on behalf of the Certificateholders.

       

      (b)  Within
        90
        days of the earlier of discovery by the Depositor or receipt of notice by
        the
        Depositor of the breach of any representation, warranty or covenant of the
        Depositor set forth in Section 2.06, which materially and adversely affects
        the
        interests of the Certificateholders in any Mortgage Loan, the Depositor shall
        cure such breach in all material respects. It is understood by the parties
        hereto that a breach of the representations and warranties made in Section
        2.06
        (x), (xi), (xii), (xiii) and (xiv) shall be deemed to materially and adversely
        affect the interests of the Certificateholders in the related Mortgage Loan.
        

       

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

       

      (d)  Any
        substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage
        Loans
        made pursuant to Section 2.03(a) must be effected prior to the last Business
        Day
        that is within two years after the Closing Date. As to any Deleted Mortgage
        Loan
        for which the Originator substitutes a Qualified Substitute Mortgage Loan
        or
        Loans, such substitution shall be effected by the Originator delivering to
        the
        Trustee (or the Custodian on behalf of the Trustee), for such Qualified
        Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage and the
        Assignment to the Trustee in blank, and such other documents and agreements,
        with all necessary endorsements thereon, as are required by Section 2.01,
        together with an Officers’ Certificate providing that each such Qualified
        Substitute Mortgage Loan satisfies the definition thereof and specifying
        the
        Substitution Adjustment (as described below), if any, in connection with
        such
        substitution. The Trustee (or the Custodian on behalf of the Trustee) shall
        acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans
        and,
        within 45 days thereafter, shall review such documents as specified in Section
        2.02 and deliver, with respect to such Qualified Substitute Mortgage Loan
        or
        Loans, a certification substantially in the form attached hereto as Exhibit
        F-1
        (with a copy to the NIMS Insurer), with any applicable exceptions noted thereon.
        Within one year of the date of substitution, the Trustee (or the Custodian
        on
        behalf of the Trustee) shall deliver to the Servicer a certification
        substantially in the form of Exhibit F-2 hereto (with a copy to the NIMS
        Insurer) with respect to such Qualified Substitute Mortgage Loan or Loans,
        with
        any applicable exceptions noted thereon. Monthly Payments due with respect
        to
        Qualified Substitute Mortgage Loans in the month of substitution are not
        part of
        the Trust Fund and will be retained by the Originator. For the month of
        substitution, distributions to Certificateholders will reflect the collections
        and recoveries in respect of such Deleted Mortgage Loan in the Due Period
        preceding the month of substitution and the Originator shall thereafter be
        entitled to retain all amounts subsequently received in respect of such Deleted
        Mortgage Loan. The Depositor shall give or cause to be given written notice
        to
        the NIMS Insurer and the Trustee, who shall forward such notice to the
        Certificateholders, that such substitution has taken place, shall amend the
        Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan
        from
        the terms of this Agreement and the substitution of the Qualified Substitute
        Mortgage Loan or Loans and shall deliver a copy of such amended Mortgage
        Loan
        Schedule to the NIMS Insurer and the Trustee. Upon such substitution by the
        Originator, such Qualified Substitute Mortgage Loan or Loans shall constitute
        part of the Mortgage Pool and shall be subject in all respects to the terms
        of
        this Agreement and the Mortgage Loan Purchase Agreement, including all
        applicable representations and warranties thereof included in the Mortgage
        Loan
        Purchase Agreement as of the date of substitution.

       

      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 (the “Substitution Adjustment”), if any, by which the
        aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the
        aggregate, as to each such Qualified Substitute Mortgage Loan, of the Stated
        Principal Balance thereof as of the date of substitution, together with one
        month’s interest on such Stated Principal Balance at the applicable Mortgage
        Rate. On the date of such substitution, the Originator will deliver or cause
        to
        be delivered to the Servicer for deposit in the Collection Account an amount
        equal to the Substitution Adjustment, if any, and the Trustee (or the Custodian
        on behalf of the Trustee), upon receipt of the related Qualified Substitute
        Mortgage Loan or Loans and certification by the Servicer of such deposit,
        shall
        release to the Originator the related Mortgage File or Files and shall execute
        and deliver such instruments of transfer or assignment, in each case without
        recourse, as the Originator shall deliver to it and as shall be necessary
        to
        vest therein any Deleted Mortgage Loan released pursuant hereto.

       

      In
        addition, the Originator shall obtain at its own expense and deliver to the
        Trustee and the NIMS Insurer an Opinion of Counsel to the effect that such
        substitution will not cause (a) any federal tax to be imposed on the Trust
        Fund,
        including without limitation, any federal tax imposed on “prohibited
        transactions” under Section 860F(a)(I) of the Code or on “contributions after
        the startup date” under Section 860G(d)(I) of the Code or (b) any REMIC to fail
        to qualify as a REMIC at any time that any Certificate is outstanding. If
        such
        Opinion of Counsel can not be delivered, then such substitution may only
        be
        effected at such time as the required Opinion of Counsel can be
        given.

       

      (e)  Upon
        discovery by the Depositor, the Servicer, the NIMS Insurer or the Trustee
        that
        any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
        of Section 860G(a)(3) of the Code, the party discovering such fact shall
        within
        two Business Days give written notice thereof to the other parties hereto.
        In
        connection therewith, the Originator or the Depositor, as the case may be,
        shall
        repurchase or, subject to the limitations set forth in Section 2.03(d),
        substitute one or more Qualified Substitute Mortgage Loans for the affected
        Mortgage Loan within 90 days of the earlier of discovery or receipt of such
        notice with respect to such affected Mortgage Loan. Such repurchase or
        substitution shall be made (i) by the Originator if the affected Mortgage
        Loan’s
        status as a non-qualified mortgage is or results from a breach of any
        representation, warranty or covenant made by the Originator under the Mortgage
        Loan Purchase Agreement or (ii) the Depositor, if the affected Mortgage Loan’s
        status as a non-qualified mortgage is a breach of any representation or warranty
        of the Depositor set forth in Section 2.06, or if its status as a non-qualified
        mortgage is a breach of no representation or warranty. Any such repurchase
        or
        substitution shall be made in the same manner as set forth in Section 2.03(a)
        or
        2.03(d), if made by the Originator, or Section 2.03(b), if made by the
        Depositor. The Trustee (or the Custodian on behalf of the Trustee) shall
        reconvey to the Depositor or the Originator, as the case may be, the Mortgage
        Loan to be released pursuant hereto in the same manner, and on the same terms
        and conditions, as it would a Mortgage Loan repurchased for breach of a
        representation or warranty.

       

      (f)  In
        addition to the foregoing, to the extent of a breach of the representation
        of
        the Depositor set forth in Section 2.06(x), the Depositor shall repurchase
        or,
        subject to the limitations set forth in Section 2.03(d), substitute one or
        more
        Qualified Substitute Mortgage Loans for the affected Mortgage Loan within
        90
        days of the earlier of discovery or receipt of such notice with respect to
        such
        affected Mortgage Loan. The Depositor acknowledges that a breach of the
        representation set forth in Section 2.06(x) will be deemed to materially
        adversely affect the interests of the Certificateholders and shall require
        a
        repurchase of the affected Mortgage Loan.

       

      	SECTION
              2.04  	
              Intentionally
                Omitted.

            


       

      	SECTION
              2.05  	
              Representations,
                Warranties and Covenants of the Servicer.

            


       

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

       

      (i)  The
        Servicer is duly organized, validly existing, and in good standing under
        the
        laws of the jurisdiction of its formation and has all licenses necessary
        to
        carry on its business as now being conducted and is licensed, qualified and
        in
        good standing in the states where the Mortgaged Property is located (or is
        otherwise exempt under applicable law from such qualification) if the laws
        of
        such state require licensing or qualification in order to conduct business
        of
        the type conducted by the Servicer or to ensure the enforceability or validity
        of each Mortgage Loan; the Servicer has the power and authority to execute
        and
        deliver this Agreement and to perform in accordance herewith; the execution,
        delivery and performance of this Agreement (including all instruments of
        transfer to be delivered pursuant to this Agreement) and all documents and
        instruments contemplated hereby which are executed and delivered by the Servicer
        and the consummation of the transactions contemplated hereby have been duly
        and
        validly authorized; this Agreement and all documents and instruments
        contemplated hereby which are executed and delivered by the Servicer, assuming
        due authorization, execution and delivery by the other parties hereto, evidences
        the valid, binding and enforceable obligation of the Servicer, subject to
        applicable bankruptcy, insolvency, reorganization, moratorium or other similar
        laws affecting the enforcement of creditors’ rights generally; and all requisite
        corporate action has been taken by the Servicer to make this Agreement and
        all
        documents and instruments contemplated hereby which are executed and delivered
        by the Servicer valid and binding upon the Servicer in accordance with its
        terms;

       

      (ii)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Servicer and will not result in the material
        breach of any term or provision of the charter or by-laws of the Servicer
        or
        result in the breach of any term or provision of, or conflict with or constitute
        a default under or result in the acceleration of any obligation under, any
        agreement, indenture or loan or credit agreement or other instrument to which
        the Servicer or its property is subject, or result in the violation of any
        law,
        rule, regulation, order, judgment or decree to which the Servicer or its
        property is subject;

       

      (iii)  The
        execution and delivery of this Agreement by the Servicer and the performance
        and
        compliance with its obligations and covenants hereunder do not require the
        consent or approval of any governmental authority or, if such consent or
        approval is required, it has been obtained;

       

      (iv)  [Reserved];

       

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

       

      (vi)  There
        is
        no action, suit, proceeding or investigation pending or, to its knowledge,
        threatened against the Servicer that, either individually or in the aggregate,
        which would reasonably be expected to (A) result in any change in the business,
        operations, financial condition, properties or assets of the Servicer that
        might
        prohibit or materially and adversely affect the performance by such Servicer
        of
        its obligations under, or the validity or enforceability of, this Agreement,
        or
        (B) result in any material impairment of the right or ability of the Servicer
        to
        carry on its business substantially as now conducted, or (C) draw into question
        the validity or enforceability of this Agreement or of any action taken or
        to be
        taken in connection with the obligations of the Servicer contemplated herein,
        or
        (D) impair materially the ability of the Servicer to perform under the terms
        of
        this Agreement;

       

      (vii)  Neither
        this Agreement nor any information, certificate of an officer, statement
        furnished in writing or report delivered to the Trustee by the Servicer in
        connection with the transactions contemplated hereby contains any untrue
        statement of a material fact;

       

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

       

      (ix)  The
        Servicer has fully furnished and will continue to fully furnish, in accordance
        with the Fair Credit Reporting Act and its implementing regulations, accurate
        and complete information (i.e., 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.

       

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

       

      	SECTION
              2.06  	
              Representations
                and Warranties of the Depositor.

            


       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (x)  The
        Stated Principal Balance of each Group I Mortgage Loan is within Freddie
        Mac’s
        dollar amount limits for conforming one-to-four-family mortgage
        loans;

       

      (xi)  No
        first
        lien Group I Mortgage Loan has an original principal balance that exceeds
        the
        applicable Freddie Mac loan limit;

       

      (xii)  No
        subordinate lien Group I Mortgage Loan underlying the security has an original
        principal balance that exceeds one-half of the one-unit limitation for first
        lien mortgage loans, or $208,500 (in Alaska, Guam, Hawaii or Virgin Islands:
        $312,750), without regard to the number of units;

       

      (xiii)  The
        original principal balance of a first lien Group I Mortgage Loan plus the
        original principal balance of any subordinate lien Group I Mortgage Loans
        relating to the same mortgaged property does not exceed the applicable Freddie
        Mac loan limit for first lien mortgage loans for that property type;
        and

       

      (xiv)  No
        borrower of a Group I Mortgage Loan was
        charged “points and fees” (whether or not financed) in an amount that exceeds
        the greater of (1) 5% of the principal amount of the Mortgage Loan (such
        5%
        limitation is calculated in accordance with Fannie Mae’s requirements as set
        forth in the Fannie Mae Selling Guide or (2) $1,000.

       

      	SECTION
              2.07  	
              Issuance
                of Certificates.

            


       

      The
        Trustee (or the Custodian on behalf of the Trustee) acknowledges the assignment
        to it of the Mortgage Loans and the delivery to it (or the Custodian on behalf
        of the Trustee) of the Mortgage Files, subject to any exceptions noted by
        the
        Custodian in its exception report delivered pursuant to Section 2.02, together
        with the assignment to it of all other assets included in the Trust Fund,
        receipt of which is hereby acknowledged. Concurrently with such assignment
        and
        delivery and in exchange therefor, the Trustee, pursuant to the written request
        of the Depositor executed by an officer of the Depositor, has executed,
        authenticated and delivered to or upon the order of the Depositor, the
        Certificates in authorized denominations. The interests evidenced by the
        Certificates constitute the entire beneficial ownership interest in the Trust
        Fund.

       

      	SECTION
              2.08  	
              [Reserved].

            


       

      	SECTION
              2.09  	
              Acceptance
                of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5 and REMIC 6 by the
                Trustee;
                Conveyance of REMIC 1 Regular Interests, Class C Interest and Class
                P
                Interest; Issuance of Certificates.

            


       

      (a)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        assets
        described in the definition of REMIC 1 for the benefit of the holders of
        the
        REMIC 1 Regular Interests (which are uncertificated) and the Class R
        Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
        receipt of the assets described in the definition of REMIC 1 Regular Interests
        (which are uncertificated) and declares that it holds and will hold the same
        in
        trust for the exclusive use and benefit of the holders of the REMIC 1 Regular
        Interests and the Class R Certificates (in respect of the Class R-1 Interest).
        The interests evidenced by the Class R-1 Interest, together with the REMIC
        1
        Regular Interests, constitute the entire beneficial ownership interest in
        REMIC
        1.

       

      (b)  The
        Depositor concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        1 Regular Interests for the benefit of the holders of the REMIC 2 Regular
        Interests and the Class R Certificates (in respect of the Class R-2 Interest).
        The Trustee acknowledges receipt of the REMIC 1 Regular Interests and declares
        that it holds and will hold the same in trust for the exclusive use and benefit
        of the holders of the REMIC 2 Regular Interests and the Class R Certificates
        (in
        respect of the Class R-2 Interest). The interests evidenced by the Class
        R-2
        Interest, together with the REMIC 2 Regular Interests, constitute the entire
        beneficial ownership interest in REMIC 2.

       

      (c)  The
        Depositor concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        REMIC
        2 Regular Interests for the benefit of the holders of the Class A Certificates,
        Mezzanine Certificates, the Class C Interest, the Class P Interest, the Class
        IO
        Interest and the Class R Certificates (in respect of the Class R-3 Interest).
        The Trustee acknowledges receipt of the REMIC 2 Regular Interests and declares
        that it holds and will hold the same in trust for the exclusive use and benefit
        of the holders of the Class A Certificates, Mezzanine Certificates, the Class
        C
        Interest, the Class P Interest, the Class IO Interest and the Class R
        Certificates (in respect of the Class R-3 Interest). The interests evidenced
        by
        the Class R-3 Interest, together with the Class A Certificates, Mezzanine
        Certificates, the Class C Interest, the Class P Interest and the Class IO
        Interest, constitute the entire beneficial ownership interest in REMIC
        3.

       

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

       

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

       

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

       

      (g)  The
        Depositor, concurrently with the execution and delivery hereof, does hereby
        transfer, assign, set over and otherwise convey in trust to the Trustee without
        recourse all the right, title and interest of the Depositor in and to the
        assets
        described in the definition of REMIC 1 for the benefit of the holders of
        the
        REMIC 1 Regular Interests (which are uncertificated) and the Class R
        Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges
        receipt of the assets described in the definition of REMIC 1 and declares
        that
        it holds and will hold the same in trust for the exclusive use and benefit
        of
        the holders of the REMIC 1 Regular Interests and the Class R Certificates
        (in
        respect of the Class R-1 Interest). The interests evidenced by the Class
        R-1
        Interest, together with the REMIC 1 Regular Interests, constitute the entire
        beneficial ownership interest in REMIC 1.

       

      (h)  In
        exchange for the REMIC 2 Regular Interests and, concurrently with the assignment
        to the Trustee thereof, pursuant to the written request of the Depositor
        executed by an officer of the Depositor, the Trustee has executed, authenticated
        and delivered to or upon the order of the Depositor, the Regular Certificates
        (other than the Class C Certificates and Class P Certificates) in authorized
        denominations, which Certificates, together with the Class C Interests and
        Class
        P Interests and the Class R Certificates (in respect of the Class R-3 Interest),
        evidence the entire beneficial ownership interest in REMIC 3.

       

      (i)  In
        exchange for the Class C Interest and, concurrently with the assignment to
        the
        Trustee thereof, pursuant to the written request of the Depositor executed
        by an
        officer of the Depositor, the Trustee has executed, authenticated and delivered
        to or upon the order of the Depositor, the Class C Certificates in authorized
        denominations, which Certificates, together with the Class R-X Certificates
        (in
        respect of the Class R-4 Interest), evidence the entire beneficial ownership
        interest in REMIC 4.

       

      (j)  In
        exchange for the Class P Interest and, concurrently with the assignment to
        the
        Trustee thereof, pursuant to the written request of the Depositor executed
        by an
        officer of the Depositor, the Trustee has executed, authenticated and delivered
        to or upon the order of the Depositor, the Class P Certificates in authorized
        denominations, which Certificates, together with the Class R-X Certificates
        (in
        respect of the Class R-5 Interest), evidence the entire beneficial ownership
        interest in REMIC 5.

       

      (k)  In
        exchange for REMIC 6 Regular Interest SWAP IO and, concurrently with the
        assignment to the Trustee thereof, pursuant to the written request of the
        Depositor executed by an officer of the Depositor, the Trustee has executed,
        authenticated and delivered to or upon the order of the Depositor, REMIC
        6
        Regular Interest SWAP IO (which shall be uncertificated) in authorized
        denominations, which, together with the Class R-X Certificates (in respect
        of
        the Class R-6 Interest), evidence the entire beneficial ownership interest
        in
        REMIC 6.

       

      (l)  Concurrently
        with (i) the assignment and delivery to the Trustee of REMIC 1 (including
        the
        Residual Interest therein represented by the Class R-1 Interest) and the
        acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02
        and
        Section 2.09(a), (ii) the assignment and delivery to the Trustee of REMIC
        2
        (including the Residual Interest therein represented by the Class R-2 Interest)
        and the acceptance by the Trustee thereof, pursuant to Section 2.09(b), (iii)
        the assignment and delivery to the Trustee of REMIC 3 (including the Residual
        Interest therein represented by the Class R-3 Interest) and the acceptance
        by
        the Trustee thereof, pursuant to Section 2.09(c), (iv) the assignment and
        delivery to the Trustee of REMIC 4 (including the Residual Interest therein
        represented by the Class R-4 Interest) and the acceptance by the Trustee
        thereof, pursuant to Section 2.09(d), (v) the assignment and delivery to
        the
        Trustee of REMIC 5 (including the Residual Interest therein represented by
        the
        Class R-5 Interest) and the acceptance by the Trustee thereof, pursuant to
        Section 2.09(e) and (vi) the assignment and delivery to the Trustee of REMIC
        6
        (including the Residual Interest therein represented by the Class R-6 Interest)
        and the acceptance by the Trustee thereof, pursuant to Section 2.09(f), the
        Trustee, pursuant to the written request of the Depositor executed by an
        officer
        of the Depositor, has executed, authenticated and delivered to or upon the
        order
        of the Depositor, the Class R Certificates (evidencing the Class R-1 Interest,
        the
        Class
        R-2 Interest
        and the
        Class R-3 Interest) and the Class R-X Certificates (evidencing the Class
        R-4
        Interest, the Class R-5 Interest and the Class R-6 Interest) in authorized
        denominations.

       

       

      ARTICLE
        III 

       

      ADMINISTRATION
        AND SERVICING

      OF
        THE
        MORTGAGE LOANS

       

      	SECTION
              3.01  	
              Servicer
                to Act as Servicer.

            


       

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

       

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

       

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

       

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

       

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

       

      To
        the
        extent consistent with the foregoing, the Servicer (a) shall seek the timely
        and
        complete recovery of principal and interest on the Mortgage Notes and (b)
        shall
waive
        (or
        permit a Sub-Servicer to waive) a Prepayment Charge only
        under the following circumstances: (i) such waiver is standard and customary
        in
        servicing similar Mortgage Loans and (ii) such waiver relates to a default
        or a
        reasonably foreseeable default and would, in the reasonable judgment of the
        Servicer, maximize recovery of total proceeds taking into account the value
        of
        such Prepayment Charge and the related Mortgage Loan, (iii) the collection
        of
        such Prepayment Charge would be in violation of applicable laws or (iv) the
        Servicer has not received information and documentation sufficient to confirm
        the existence or amount of such Prepayment Charge. If a Prepayment Charge
        is
        waived as permitted by meeting the standard described in clauses (iii) or
        (iv)
        above, then the Servicer shall make commercially reasonable efforts to attempt
        to enforce the obligations of the Originator under the Mortgage Loan Purchase
        Agreement to pay the amount of such waived Prepayment Charge, for the benefit
        of
        the Holders of the Class P Certificates; provided, however, that the Servicer
        shall not be under any obligation to take any action pursuant to this paragraph
        unless directed by the Depositor and provided, further, the Depositor hereby
        agrees to assist the Servicer in enforcing any obligations of the Originator
        to
        repurchase or substitute for a Mortgage Loan which has breached a representation
        or warranty under the Mortgage Loan Purchase Agreement. If the Servicer makes
        a
        good faith determination as evidenced by an officer’s certificate delivered by
        the Servicer to the Trustee, that the Servicer’s efforts are not reasonably
        expected to be successful in enforcing such rights, it shall notify the Trustee
        of such failure and the Trustee, with the cooperation of the Servicer, shall
        enforce the obligation of the Originator under the Mortgage Loan Purchase
        Agreement to pay to the Servicer the amount of such waived Prepayment Charge.
        If
        the Originator fails to pay the amount of such waived Prepayment Charge in
        accordance with its obligations under the Mortgage Loan Purchase Agreement,
        the
        Trustee, the Servicer and the Depositor shall consult on further actions
        to be
        taken against the Originator. The Servicer hereby acknowledges that for the
        purposes of clause (iii) above, the law applicable to the enforcement of
        Prepayment Charges is the law applicable to the originator of the related
        Mortgage Loan. In the event the Servicer determines that (i) the foregoing
        acknowledgement is no longer accurate and (ii) applicable state law would
        prevent it from fully enforcing any Prepayment Charge, the Servicer shall
        (i)
        provide notice to the Depositor at least 30 days prior to waiving any such
        Prepayment Charge and (ii) provide a written opinion of counsel from a
        nationally recognized law firm experienced in regulatory matters concluding
        that
        fully enforcing such Prepayment Charge would violate applicable
        law.

       

      Subject
        only to the above-described servicing standards and the terms of this Agreement
        and of the Mortgage Loans, the Servicer shall have full power and authority,
        acting alone or through Sub-Servicers as provided in Section 3.02, to do
        or
        cause to be done any and all things in connection with such servicing and
        administration which it may deem necessary or desirable. Without limiting
        the
        generality of the foregoing, the Servicer, in the name of the Trust Fund,
        is
        hereby authorized and empowered by the Trustee when the Servicer believes
        it
        appropriate in its best judgment in accordance with the Servicing Standard,
        to
        execute and deliver, on behalf of the Certificateholders and the Trustee,
        any
        and all instruments of satisfaction or cancellation, or of partial or full
        release or discharge, and all other comparable instruments, with respect
        to the
        Mortgage Loans and the Mortgaged Properties and to institute foreclosure
        proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
        ownership of such properties, and to hold or cause to be held title to such
        properties, on behalf of the Trustee and Certificateholders. The Servicer
        shall
        service and administer the Mortgage Loans in accordance with applicable state
        and federal law and shall provide to the Mortgagors any reports required
        to be
        provided to them thereby. The Servicer shall also comply in the performance
        of
        this Agreement with all reasonable rules and requirements of each insurer
        under
        any standard hazard insurance policy. Subject to Section 3.17, within five
        (5)
        days of the Closing Date, the Trustee shall execute and furnish to the Servicer
        and any Sub-Servicer any special or limited powers of attorney and other
        documents necessary or appropriate to enable the Servicer or any Sub-Servicer
        to
        carry out their servicing and administrative duties hereunder; provided,
        such
        limited powers of attorney or other documents shall be prepared by the Servicer
        and submitted to the Trustee for execution. The Trustee shall not be liable
        for
        the actions by the Servicer or any Sub-Servicers under such powers of
        attorney.

       

      The
        Servicer further is authorized and empowered by the Trustee, on behalf of
        the
        Certificateholders and the Trustee, in its own name or in the name of the
        Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
        believes it is appropriate in its best judgment to register any Mortgage
        Loan on
        the MERS® System, or cause the removal from the registration of any Mortgage
        Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
        the Certificateholders or any of them, any and all instruments of assignment
        and
        other comparable instruments with respect to such assignment or re-recording
        of
        a Mortgage in the name of MERS, solely as nominee for the Trustee and its
        successors and assigns. Any reasonable expenses incurred in connection with
        the
        actions described in the preceding sentence or as a result of MERS discontinuing
        or becoming unable to continue operations in connection with the MERS® System,
        shall be reimbursable to the Servicer by withdrawal from the Collection Account
        pursuant to Section 3.11.

       

      Subject
        to Section 3.09 hereof, in accordance with the standards of the preceding
        paragraph, the Servicer, on escrowed accounts, shall advance or cause to
        be
        advanced funds as necessary for the purpose of effecting the payment of taxes
        and assessments on the Mortgaged Properties, which advances shall be Servicing
        Advances reimbursable in the first instance from related collections from
        the
        Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
        Any cost incurred by the Servicer or by Sub-Servicers in effecting the payment
        of taxes and assessments on a Mortgaged Property shall not, for the purpose
        of
        calculating distributions to Certificateholders, be added to the unpaid Stated
        Principal Balance of the related Mortgage Loan, notwithstanding that the
        terms
        of such Mortgage Loan so permit.

       

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

       

      The
        Servicer shall also undertake to defend, with respect to a claim against
        the
        Trustee or the Trust, any claims against the Trust, the Trustee or itself
        by a
        Mortgagor which relate to or affect the servicing of any Mortgage Loan. This
        shall not be construed as an assumption of liability in such matters. The
        Trustee shall notify the Servicer of any such claim as soon as practicable
        after
        receiving notice of such claim. The Servicer shall not be liable for any
        delay
        in responding to any claim of which it has not received timely notice. The
        Trustee shall cooperate with the Servicer in all aspects of the defense of
        such
        claims, including the timely delivery of all relevant litigation files and
        other
        related information. In the event the Servicer acts on behalf of the Trustee,
        the Trust or itself in any such litigation, the Trust shall pay all costs
        and
        expenses (including attorneys’ fees, court costs, settlements and judgments)
        associated with the defense and management of such claim; provided, however,
        that the Servicer shall not be indemnified for any such cost or expense relating
        to claims against the Servicer and incurred by reason of its willful
        misfeasance, bad faith or negligence in the performance of its duties
        hereunder.

       

      Within
        180 days of the Closing Date, with respect to the Mortgage Loans set forth
        on
        Schedule III of the Mortgage Loan Purchase Agreement, the Servicer shall
        deliver
        to the Trustee a written field report from the Servicer or from an independent
        contractor (which, in either case, need not be a qualified appraiser but
        who
        cannot be the related Mortgagor) certifying that, based on a visual exterior
        inspection conducted by such person, such related Mortgaged Property appears
        not
        to have been damaged materially by the recent Hurricane Katrina or Rita or
        their
        after effects.

       

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

            


       

      (a)  The
        Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, which
        may
        be Affiliates of the Servicer, for the servicing and administration of the
        Mortgage Loans; provided, however, (i) such sub-servicing arrangement and
        the
        terms of the related Sub-Servicing Agreement must provide for the servicing
        of
        the Mortgage Loans in a manner consistent with the servicing arrangement
        contemplated hereunder and (ii) the NIMS Insurer shall have consented to
        such
        sub-servicing agreement. The Trustee is hereby authorized to acknowledge,
        at the
        request of the Servicer, any Sub-Servicing Agreement. No such acknowledgment
        shall be deemed to imply that the Trustee has consented to any such
        Sub-Servicing Agreement, has passed upon whether such Sub-Servicing Agreement
        meets the requirements applicable to Sub-Servicing Agreements set forth in
        this
        Agreement or has passed upon whether such Sub-Servicing Agreement is otherwise
        permitted under this Agreement. The Servicer may, in connection with its
        duties
        as Servicer hereunder, enter into transactions with any of its Affiliates
        relating to the Mortgage Loans; provided, that (i) such transaction is in
        the
        ordinary course of business of the Servicer, and (ii) the terms of such
        transaction are no less favorable to the Servicer than it would obtain in
        a
        comparable arm’s-length transaction with a person that is not an Affiliate of
        the Servicer.

       

      Each
        Sub-Servicer shall be (i) authorized to transact business in the state or
        states
        where the related Mortgaged Properties it is to service are situated, if
        and to
        the extent required by applicable law to enable the Sub-Servicer to perform
        its
        obligations hereunder and under the Sub-Servicing Agreement and (ii) a Freddie
        Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement
        must
        impose on the Sub-Servicer requirements conforming to the provisions set
        forth
        in Section 3.08 and provide for servicing of the Mortgage Loans consistent
        with
        the terms of this Agreement. The Servicer will examine each Sub-Servicing
        Agreement and will be familiar with the terms thereof. The terms of any
        Sub-Servicing Agreement will not be inconsistent with any of the provisions
        of
        this Agreement. Any variation in any Sub-Servicing Agreements from the
        provisions set forth in Section 3.08 relating to insurance or priority
        requirements of Sub-Servicing Accounts, or credits and charges to the
        Sub-Servicing Accounts or the timing and amount of remittances by the
        Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent
        with
        this Agreement and therefore prohibited. The Servicer shall deliver to the
        NIMS
        Insurer and the Trustee copies of all Sub-Servicing Agreements, and any
        amendments or modifications thereof, promptly upon the Servicer’s execution and
        delivery of such instruments.

       

      (b)  As
        part
        of its servicing activities hereunder, the Servicer, for the benefit of the
        Trustee and the Certificateholders, shall enforce the obligations of each
        Sub-Servicer under the related Sub-Servicing Agreement, including, without
        limitation, any obligation to make advances in respect of delinquent payments
        as
        required by a Sub-Servicing Agreement. Such enforcement, including, without
        limitation, the legal prosecution of claims, termination of Sub-Servicing
        Agreements, and the pursuit of other appropriate remedies, shall be in such
        form
        and carried out to such an extent and at such time as the Servicer, in its
        good
        faith business judgment, would require were it the owner of the related Mortgage
        Loans. The Servicer shall pay the costs of such enforcement at its own expense,
        and shall be reimbursed therefor only (i) from a general recovery resulting
        from
        such enforcement, to the extent, if any, that such recovery exceeds all amounts
        due in respect of the related Mortgage Loans, or (ii) from a specific recovery
        of costs, expenses or attorneys’ fees against the party against whom such
        enforcement is directed.

       

      	SECTION
              3.03  	
              Successor
                Sub-Servicers.

            


       

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

       

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

       

      	SECTION
              3.04  	
              Liability
                of the Servicer.

            


       

      Notwithstanding
        any Sub-Servicing Agreement or the provisions of this Agreement relating
        to
        agreements or arrangements between the Servicer and a Sub-Servicer or reference
        to actions taken through a Sub-Servicer or otherwise, the Servicer shall
        remain
        obligated and primarily liable to the Trustee and the Certificateholders
        for the
        servicing and administering of the Mortgage Loans in accordance with the
        provisions of Section 3.01 without diminution of such obligation or liability
        by
        virtue of such Sub-Servicing Agreements or arrangements or by virtue of
        indemnification from the Sub-Servicer and to the same extent and under the
        same
        terms and conditions as if the Servicer alone were servicing and administering
        the Mortgage Loans. The Servicer shall be entitled to enter into any agreement
        with a Sub-Servicer for indemnification of the Servicer by such Sub-Servicer
        and
        nothing contained in this Agreement shall be deemed to limit or modify such
        indemnification.

       

      	SECTION
              3.05  	
              No
                Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
                the
                Trustee or Certificateholders.

            


       

      Any
        Sub-Servicing Agreement that may be entered into and any transactions or
        services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
        as such shall be deemed to be between the Sub-Servicer and the Servicer alone,
        and the NIMS Insurer, the Trustee or Certificateholders shall not be deemed
        parties thereto and shall have no claims, rights, obligations, duties or
        liabilities with respect to the Sub-Servicer except as set forth in Section
        3.06. The Servicer shall be solely liable for all fees owed by it to any
        Sub-Servicer, irrespective of whether the Servicer’s compensation pursuant to
        this Agreement is sufficient to pay such fees.

       

      	SECTION
              3.06  	
              Assumption
                or Termination of Sub-Servicing Agreements by
                Trustee.

            


       

      In
        the
        event the Servicer shall for any reason no longer be the servicer (including
        by
        reason of the occurrence of a Servicer Event of Termination), the Trustee,
        in
        addition to its duties under Section 7.02, shall thereupon assume all of
        the
        rights and obligations of the Servicer under each Sub-Servicing Agreement
        that
        the Servicer may have entered into, unless the Trustee elects to terminate
        any
        Sub-Servicing Agreement in accordance with its terms as provided in Section
        3.03. Upon such assumption, the Trustee (or the successor servicer appointed
        pursuant to Section 7.02) shall be deemed, subject to Section 3.03, to have
        assumed all of the departing Servicer’s interest therein and to have replaced
        the departing Servicer as a party to each Sub-Servicing Agreement to the
        same
        extent as if each Sub-Servicing Agreement had been assigned to the assuming
        party, except that (i) the departing Servicer shall not thereby be relieved
        of
        any liability or obligations under any Sub-Servicing Agreement that arose
        before
        it ceased to be the Servicer and (ii) neither the Trustee nor any successor
        Servicer shall be deemed to have assumed any liability or obligation of the
        Servicer that arose before it ceased to be the Servicer.

       

      The
        Servicer at its expense shall, upon request of the Trustee, deliver to the
        assuming party all documents and records relating to each Sub-Servicing
        Agreement and the Mortgage Loans then being serviced and an accounting of
        amounts collected and held by or on behalf of it, and otherwise use its best
        efforts to effect the orderly and efficient transfer of the Sub-Servicing
        Agreements to the assuming party. All Servicing Transfer Costs shall be paid
        by
        the predecessor Servicer upon presentation of reasonable documentation of
        such
        costs, and if such predecessor Servicer is the Trustee or it defaults in
        its
        obligation to pay such costs, such costs shall be paid by the successor Servicer
        or the Trustee (in which case the successor Servicer or the Trustee, as
        applicable, shall be entitled to reimbursement therefor from the assets of
        the
        Trust).

       

      	SECTION
              3.07  	
              Collection
                of Certain Mortgage Loan Payments.

            


       

      The
        Servicer shall make reasonable efforts, in accordance with the Servicing
        Standard, to collect all payments called for under the terms and provisions
        of
        the Mortgage Loans and the provisions of any applicable insurance policies
        provided to the Servicer. Consistent with the foregoing, the Servicer may
        in its
        discretion (i) waive any late payment charge or, if applicable, any penalty
        interest or any provisions of any Mortgage Loan requiring the related Mortgagor
        to submit to mandatory arbitration with respect to disputes arising thereunder,
        or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note
        for
        a period of not greater than 180 days; provided, however, that any extension
        pursuant to clause (ii) above shall not affect the amortization schedule
        of any
        Mortgage Loan for purposes of any computation hereunder, except as provided
        below. In the event of any such arrangement pursuant to clause (ii) above,
        the
        Servicer shall make timely Advances on such Mortgage Loan during such extension
        pursuant to Section 4.04 and in accordance with the amortization schedule
        of
        such Mortgage Loan without modification thereof by reason of such arrangement.
        Notwithstanding the foregoing, in the event that any Mortgage Loan is in
        default
        or, in the judgment of the Servicer, such default is reasonably foreseeable,
        the
        Servicer, consistent with the standards set forth in Section 3.01, may also
        waive, modify or vary any term of such Mortgage Loan (including modifications
        that would change the Mortgage Rate, forgive the payment of principal or
        interest or extend the final maturity date of such Mortgage Loan), accept
        payment from the related Mortgagor of an amount less than the Stated Principal
        Balance in final satisfaction of such Mortgage Loan, or consent to the
        postponement of strict compliance with any such term or otherwise grant
        indulgence to any Mortgagor (any and all such waivers, modifications, variances,
        forgiveness of principal or interest, postponements, or indulgences collectively
        referred to herein as “forbearance”), provided, however, that the NIMS Insurer’s
        prior written consent shall be required for any modification, waiver or
        amendment if the aggregate number of outstanding Mortgage Loans which have
        been
        modified, waived or amended exceeds 5% of the number of Mortgage Loans as
        of the
        Cut-off Date. The Servicer's analysis supporting any forbearance and the
        conclusion that any forbearance meets the standards of Section 3.01 and the
        Loss
        Mitigation Procedures shall be reflected in writing in the Mortgage
        File.

       

      	SECTION
              3.08  	
              Sub-Servicing
                Accounts.

            


       

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

       

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

            


       

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

       

      	SECTION
              3.10  	
              Collection
                Account and Distribution Account.

            


       

      (a)  On
        behalf
        of the Trust Fund, the Servicer shall establish and maintain, or cause to
        be
        established and maintained, one or more accounts (such account or accounts,
        the
“Collection Account”), held in trust for the benefit of the Trustee and the
        Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
        or
        cause to be deposited in the Collection Account, in no event more than two
        Business Days after the Servicer’s receipt thereof, as and when received or as
        otherwise required hereunder, the following payments and collections received
        or
        made by it subsequent to the Cut-off Date (other than in respect of principal
        or
        interest on the Mortgage Loans due on or before the Cut-off Date) or payments
        (other than Principal Prepayments) received by it on or prior to the Cut-off
        Date but allocable to a Due Period subsequent thereto:

       

      (i)  all
        payments on account of principal, including Principal Prepayments (but not
        Prepayment Charges), on the Mortgage Loans;

       

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

       

      (iii)  all
        Insurance Proceeds, Net Liquidation Proceeds, Subsequent Recoveries and
        condemnation proceeds (other than proceeds collected in respect of any
        particular REO Property and amounts paid in connection with a purchase of
        Mortgage Loans and REO Properties pursuant to Section 10.01);

       

      (iv)  any
        amounts required to be deposited pursuant to Section 3.12 in connection with
        any
        losses realized on Permitted Investments with respect to funds held in the
        Collection Account;

       

      (v)  any
        amounts required to be deposited by the Servicer pursuant to the second
        paragraph of Section 3.14(a) in respect of any blanket policy
        deductibles;

       

      (vi)  all
        proceeds of any Mortgage Loan repurchased or purchased in accordance with
        Section 2.03, Section 3.16(c) or Section 10.01;

       

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

       

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

       

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

       

      (b)  On
        behalf
        of the Trust Fund, the Trustee shall establish and maintain one or more
        segregated, non-interest bearing trust accounts (such account or accounts,
        the
“Distribution Account”), held in trust for the benefit of the Trustee and the
        Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver
        to
        the Trustee in immediately available funds for deposit in the Distribution
        Account on or before 1:00 p.m. New York time on the Servicer Remittance Date,
        that portion of the Available Funds (calculated without regard to the references
        in the definition thereof to amounts that may be withdrawn from the Distribution
        Account) for the related Distribution Date then on deposit in the Collection
        Account, the amount of all Prepayment Charges collected during the applicable
        Prepayment Period by the Servicer and Servicer Prepayment Charge Payment
        Amounts
        in connection with the Principal Prepayment of any of the Mortgage Loans
        then on
        deposit in the Collection Account, the amount of any funds reimbursable to
        an
        Advancing Person pursuant to Section 3.29 (unless such amounts are to be
        remitted in another manner as specified in the documentation establishing
        the
        related Advance Facility).

       

      If,
        by
        1:00 p.m. New York time, on the Servicer Remittance Date, the Servicer fails
        to
        remit to the Trustee for deposit into the Distribution Account any amounts
        required to be so remitted by the Servicer pursuant to this Agreement, the
        Servicer shall pay to the Trustee, for its own account, interest on such
        amounts
        at the prime rate for such date (as set forth in the Wall
        Street Journal)
        for the
        period commencing on the Servicer Remittance Date through the Business Day
        on
        which such failure is remedied.

       

      (c)  Funds
        in
        the Collection Account and the Distribution Account may be invested in Permitted
        Investments in accordance with the provisions set forth in Section 3.12.
        The
        Servicer shall give written notice to the NIMS Insurer and the Trustee of
        the
        location of the Collection Account maintained by it when established and
        prior
        to any change thereof. The Trustee shall give notice to the NIMS Insurer,
        the
        Servicer and the Depositor of the location of the Distribution Account when
        established and prior to any change thereof.

       

      (d)  Funds
        held in the Collection Account at any time may be delivered by the Servicer
        to
        the Trustee for deposit in an account (which may be the Distribution Account
        and
        must satisfy the standards for the Distribution Account as set forth in the
        definition thereof) and for all purposes of this Agreement shall be deemed
        to be
        a part of the Collection Account; provided, however, that the Trustee shall
        have
        the sole authority to withdraw any funds held pursuant to this subsection
        (d).
        In the event the Servicer shall deliver to the Trustee for deposit in the
        Distribution Account any amount not required to be deposited therein, it
        may at
        any time request that the Trustee withdraw such amount from the Distribution
        Account and remit to it any such amount, any provision herein to the contrary
        notwithstanding. In addition, the Servicer, with respect to items (i) through
        (iv) below, shall deliver to the Trustee from time to time for deposit, and
        the
        Trustee, with respect to items (i) through (iv) below, shall so deposit,
        in the
        Distribution Account:

       

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

       

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

       

      (iii)  any
        amounts to be paid by the Servicer in connection with a purchase of Mortgage
        Loans and REO Properties pursuant to Section 10.01;

       

      (iv)  any
        Compensating Interest to be deposited pursuant to Section 3.24 in connection
        with any Prepayment Interest Shortfall; 

       

      (v)  any
        amounts required to be paid to the Trustee pursuant to the Agreement, including,
        but not limited to Section 3.06 and Section 7.02; and

       

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

       

      	SECTION
              3.11  	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


       

      (a)  The
        Servicer shall, from time to time, make withdrawals from the Collection Account
        for any of the following purposes or as described in Section 4.04:

       

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

       

      (ii)  subject
        to Section 3.16(d), to reimburse the Servicer for (a) any unreimbursed Advances
        to the extent of amounts received which represent Late Collections (net of
        the
        related Servicing Fees), Liquidation Proceeds and Insurance Proceeds on Mortgage
        Loans or REO Properties with respect to which such Advances were made in
        accordance with the provisions of Section 4.04; or (b) without limiting any
        right of withdrawal set forth in clause (vi) below, any unreimbursed Advances
        that, upon a Final Recovery Determination with respect to such Mortgage Loan,
        are Nonrecoverable Advances, but only to the extent that Late Collections
        (net
        of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds
        received with respect to such Mortgage Loan are insufficient to reimburse
        the
        Servicer for such unreimbursed Advances; or (c) subject to 4.04(b), any
        unreimbursed Advances to the extent of funds held in the Collection Account
        for
        future distribution that were not included in Available Funds for the preceding
        Distribution Date;

       

      (iii)  subject
        to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid
        Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each
        Mortgage Loan, but only to the extent of any Late Collections, Liquidation
        Proceeds and Insurance Proceeds received with respect to such Mortgage Loan
        or
        REO Property, and (c) without limiting any right of withdrawal set forth
        in
        clause (vi) below, any Servicing Advances made with respect to a Mortgage
        Loan
        that, upon a Final Recovery Determination with respect to such Mortgage Loan
        are
        Nonrecoverable Advances, but only to the extent that Late Collections,
        Liquidation Proceeds and Insurance Proceeds received with respect to such
        Mortgage Loan are insufficient to reimburse the Servicer or any Sub-Servicer
        for
        Servicing Advances;

       

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

       

      (v)  to
        pay
        itself, the NIMS Insurer or the Originator, as applicable, with respect to
        each
        Mortgage Loan that has previously been purchased or replaced pursuant to
        Section
        2.03 or Section 3.16(c) all amounts received thereon subsequent to the date
        of
        purchase or substitution, as the case may be and any enforcement expenses
        reasonably incurred in respect of such breach or defect, including any expenses
        arising out of the enforcement of such purchase obligations;

       

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

       

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

       

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

       

      (ix)  to
        pay
        itself any Prepayment Interest Excess;

       

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

       

      (xi)  to
        withdraw any amount deposited in the Collection Account and not required
        to be
        deposited therein.

       

      The
        foregoing requirements for withdrawal from the Collection Account shall be
        exclusive. In the event the Servicer shall deposit in the Collection Account
        any
        amount not required to be deposited therein, it may at any time withdraw
        such
        amount from the Collection Account, any provision herein to the contrary
        notwithstanding.

       

      The
        Servicer shall keep and maintain separate accounting, on a Mortgage Loan
        by
        Mortgage Loan basis, for the purpose of justifying any withdrawal from the
        Collection Account, to the extent held by or on behalf of it, pursuant to
        subclauses (ii), (iii), (iv), (v), (vi) and (vii) above. The Servicer shall
        provide written notification to the NIMS Insurer and the Trustee, on or prior
        to
        the next succeeding Servicer Remittance Date, upon making any withdrawals
        from
        the Collection Account pursuant to subclause (vi) above; provided that an
        Officers’ Certificate in the form described under Section 4.04(d) shall suffice
        for such written notification to the Trustee in respect hereof.

       

      (b)  The
        Trustee shall, from time to time, make withdrawals from the Distribution
        Account, for any of the following purposes, without priority:

       

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

       

      (ii)  [Reserved];

       

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

       

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

       

      (v)  to
        pay
        any amounts required to be paid to the Trustee pursuant to this Agreement,
        including but not limited to funds required to be paid pursuant to Section
        3.06,
        Section 4.01, Section 7.02 and Section 8.05;

       

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

       

      (vii)  to
        pay to
        an Advancing Person reimbursements for Advances and/or Servicing Advances
        pursuant to Section 3.29; and

       

      (viii)  to
        pay to
        the Custodian, the Custodial Fee.

       

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

            


       

      (a)  The
        Servicer may direct any depository institution maintaining the Collection
        Account and any REO Account to invest the funds on deposit in such accounts
        and
        the Trustee may invest the funds on deposit in the Distribution Account or
        hold
        such funds uninvested (each such account, for the purposes of this Section
        3.12,
        an “Investment Account”). All investments pursuant to this Section 3.12 shall be
        in one or more Permitted Investments bearing interest or sold at a discount,
        and
        maturing, unless payable on demand, (i) no later than the Business Day
        immediately preceding the date on which such funds are required to be withdrawn
        from such account pursuant to this Agreement, if a Person other than the
        Trustee
        is the obligor thereon or if such investment is managed or advised by a Person
        other than the Trustee or an Affiliate of the Trustee, and (ii) no later
        than
        the date on which such funds are required to be withdrawn from such account
        pursuant to this Agreement, if the Trustee is the obligor thereon or if such
        investment is managed or advised by the Trustee or any Affiliate. All such
        Permitted Investments shall be held to maturity, unless payable on demand.
        Any
        investment of funds in an Investment Account shall be made in the name of
        the
        Trustee (in its capacity as such), or in the name of a nominee of the Trustee.
        The Trustee shall be entitled to sole possession (except with respect to
        investment direction of funds held in the Collection Account and any REO
        Account, and any income and gain realized thereon) over each such investment,
        and any certificate or other instrument evidencing any such investment shall
        be
        delivered directly to the Trustee or its agent, together with any document
        of
        transfer necessary to transfer title to such investment to the Trustee or
        its
        nominee. In the event amounts on deposit in an Investment Account are at
        any
        time invested in a Permitted Investment payable on demand, the Trustee
        shall:

       

      (x) consistent
        with any notice required to be given thereunder, demand that payment thereon
        be
        made on the last day such Permitted Investment may otherwise mature hereunder
        in
        an amount equal to the lesser of (1) all amounts then payable thereunder
        and (2)
        the amount required to be withdrawn on such date; and

       

      (y) demand
        payment of all amounts due thereunder promptly upon determination by a
        Responsible Officer of the Trustee that such Permitted Investment would not
        constitute a Permitted Investment in respect of funds thereafter on deposit
        in
        the Investment Account.

       

      (b)  All
        income and gain realized from the investment of funds deposited in the
        Collection Account and any REO Account held by or on behalf of the Servicer
        shall be for the benefit of the Servicer and shall be subject to its withdrawal
        in accordance with Section 3.11, Section 3.29 or Section 3.23, as applicable.
        The Servicer shall deposit in the Collection Account or any REO Account,
        as
        applicable, the amount of any loss of principal incurred in respect of any
        such
        Permitted Investment made with funds in such Account immediately upon
        realization of such loss.

       

      (c)  All
        income and gain realized from the investment of funds deposited in the
        Distribution Account shall be for the benefit of the Trustee. The Trustee
        shall
        deposit in the Distribution Account the amount of any loss of principal incurred
        in respect of any such Permitted Investment made with funds in such Account
        immediately upon realization of such loss. Notwithstanding the foregoing,
        the
        Trustee may at its discretion, and without liability, hold the funds in the
        Distribution Account uninvested.

       

      (d)  Except
        as
        otherwise expressly provided in this Agreement, if any default occurs in
        the
        making of a payment due under any Permitted Investment, or if a default occurs
        in any other performance required under any Permitted Investment, the Trustee
        may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request
        of the
        NIMS Insurer or the Holders of Certificates representing more than 50% of
        the
        Voting Rights allocated to any Class of Certificates, shall take such action
        as
        may be appropriate to enforce such payment or performance, including the
        institution and prosecution of appropriate proceedings.

       

      (e)  The
        Trustee or its Affiliates are permitted to receive additional compensation
        that
        could be deemed to be in the Trustee’s economic self-interest for (i) serving as
        investment adviser, administrator, shareholder servicing agent, custodian
        or
        sub-custodian with respect to certain of the Permitted Investments, (ii)
        using
        Affiliates to effect transactions in certain Permitted Investments and (iii)
        effecting transactions in certain Permitted Investments. Such compensation
        shall
        not be considered an amount that is reimbursable or payable to the Trustee
        pursuant to Section 3.11 or 3.12 or otherwise payable in respect of
        extraordinary Trust Fund expenses.

       

      	SECTION
              3.13  	
              [Reserved].

            


       

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

            


       

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

       

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

       

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

       

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

            


       

      The
        Servicer will, to the extent it has knowledge of any conveyance or prospective
        conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
        conveyance or by contract of sale, and whether or not the Mortgagor remains
        or
        is to remain liable under the Mortgage Note and/or the Mortgage), exercise
        its
        rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer
        shall
        not be required to take such action if in its sole business judgment the
        Servicer believes it is not in the best interests of the Trust Fund and shall
        not exercise any such rights if prohibited by law from doing so. If the Servicer
        reasonably believes it is unable under applicable law to enforce such
“due-on-sale” clause, or if any of the other conditions set forth in the proviso
        to the preceding sentence apply, the Servicer will enter into an assumption
        and
        modification agreement from or with the person to whom such property has
        been
        conveyed or is proposed to be conveyed, pursuant to which such person becomes
        liable under the Mortgage Note and, to the extent permitted by applicable
        state
        law, the Mortgagor remains liable thereon. The Servicer is also authorized,
        to
        the extent permitted under the related Mortgage Note, to enter into a
        substitution of liability agreement with such person, pursuant to which the
        original Mortgagor is released from liability and such person is substituted
        as
        the Mortgagor and becomes liable under the Mortgage Note, provided that no
        such
        substitution shall be effective unless such person satisfies the current
        underwriting criteria of the Servicer for a mortgage loan similar to the
        related
        Mortgage Loan. 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. Any fee collected by the Servicer in
        respect
        of an assumption, modification or substitution of liability agreement shall
        be
        retained by the Servicer as additional servicing compensation. In connection
        with any such assumption, no material term of the Mortgage Note (including
        but
        not limited to the related Mortgage Rate and the amount of the Monthly Payment)
        may be amended or modified, except as otherwise required pursuant to the
        terms
        thereof. The Servicer shall notify the Trustee that any such substitution,
        modification or assumption agreement has been completed by forwarding to
        the
        Trustee the executed original of such substitution, modification or assumption
        agreement, which document shall be added to the related Mortgage File and
        shall,
        for all purposes, be considered a part of such Mortgage File to the same
        extent
        as all other documents and instruments constituting a part thereof.

       

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

       

      	SECTION
              3.16  	
              Realization
                Upon Defaulted Mortgage Loans.

            


       

      (a)  The
        Servicer shall use its reasonable efforts, consistent with the Servicing
        Standard, to foreclose upon or otherwise comparably convert the ownership
        of
        properties securing such of the Mortgage Loans as come into and continue
        in
        default and as to which no satisfactory arrangements can be made for collection
        of delinquent payments pursuant to Section 3.07. Title to any such property
        shall be taken in the name of the Trustee or its nominee, on behalf of the
        Certificateholders, subject to applicable law. The Servicer shall be responsible
        for all costs and expenses incurred by it in any such proceedings; provided,
        however, that such costs and expenses will be recoverable as Servicing Advances
        by the Servicer as contemplated in Section 3.11(a) and Section 3.23. The
        foregoing is subject to the provision that, in any case in which a Mortgaged
        Property shall have suffered damage from an Uninsured Cause, the Servicer
        shall
        not be required to expend its own funds toward the restoration of such property
        unless it shall determine in its discretion that such restoration will increase
        the proceeds of liquidation of the related Mortgage Loan after reimbursement
        to
        itself for such expenses.

       

      (b)  Notwithstanding
        the foregoing provisions of this Section 3.16 or any other provision of this
        Agreement, with respect to any Mortgage Loan as to which the Servicer has
        received actual notice of, or has actual knowledge of, the presence of any
        toxic
        or hazardous substance on the related Mortgaged Property, the Servicer shall
        not, on behalf of the Trustee, either (i) obtain title to such Mortgaged
        Property as a result of or in lieu of foreclosure or otherwise, or (ii)
        otherwise acquire possession of, or take any other action with respect to,
        such
        Mortgaged Property, if, as a result of any such action, the Trustee, the
        Trust
        Fund or the Certificateholders would be considered to hold title to, to be
        a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
        Mortgaged Property within the meaning of the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980, as amended from time to
        time,
        or any comparable law, unless the Servicer has also previously determined,
        based
        on its reasonable judgment and a report prepared by a Person who regularly
        conducts environmental audits using customary industry standards,
        that:

       

      (A)  such
        Mortgaged Property is in compliance with applicable environmental laws or,
        if
        not, that it would be in the best economic interest of the Trust Fund to
        take
        such actions as are necessary to bring the Mortgaged Property into compliance
        therewith; and

       

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

       

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

       

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

       

      If
        the
        Servicer determines, as described above, that it is in the best economic
        interest of the Trust Fund to take such actions as are necessary to bring
        any
        such Mortgaged Property into compliance with applicable environmental laws,
        or
        to take such action with respect to the containment, clean-up or remediation
        of
        hazardous substances, hazardous materials, hazardous wastes or petroleum-based
        materials affecting any such Mortgaged Property, then the Servicer shall
        take
        such action as it deems to be in the best economic interest of the Trust
        Fund;
        provided that any amounts disbursed by the Servicer pursuant to this Section
        3.16(b) shall constitute Servicing Advances, subject to Section 4.04(d).
        The
        cost of any such compliance, containment, clean-up or remediation shall be
        advanced by the Servicer, subject to the Servicer’s right to be reimbursed
        therefor from the Collection Account as provided in Section 3.11(a)(vii),
        such
        right of reimbursement being prior to the rights of Certificateholders to
        receive any amount in the Collection Account received in respect of the affected
        Mortgage Loan or other Mortgage Loans.

       

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

       

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

       

      	SECTION
              3.17  	
              Trustee
                to Cooperate; Release of Mortgage Files.

            


       

      (a)  Upon
        the
        payment in full of any Mortgage Loan, or the receipt by the Servicer of a
        notification that payment in full shall be escrowed in a manner customary
        for
        such purposes, the Servicer shall deliver to the Custodian,
        in
        written (with two executed copies) or electronic format, a Request for Release
        in the form of Exhibit E hereto (which certification shall include a statement
        to the effect that all amounts received or to be received in connection with
        such payment which are required to be deposited in the Collection Account
        pursuant to Section 3.10 have been or will be so deposited) signed by a
        Servicing Officer (or in a mutually agreeable electronic format that will,
        in
        lieu of a signature on its face, originate from a Servicing Officer) and
        shall
        request delivery to it or its designee of the Mortgage File. Upon receipt
        of
        such certification and request, the Custodian, pursuant to the Custodial
        Agreement, shall release the related Mortgage File to the Servicer or its
        designee (which, shall be sent by overnight mail at the Servicer’s expense) and
        the Servicer is authorized to cause the removal from the registration on
        the
        MERS® System of any such Mortgage Loan, if applicable. Except as otherwise
        provided herein, no expenses incurred in connection with any instrument of
        satisfaction or deed of reconveyance shall be chargeable to the Collection
        Account or the Distribution Account.

       

      (b)  From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, including, for this purpose, collection under any insurance policy
        relating to the Mortgage Loans, the Custodian, pursuant tot eh Custodial
        Agreement, shall, upon any request made by or on behalf of the Servicer and
        delivery to the Custodian of two executed copies of a written Request for
        Release in the form of Exhibit E hereto signed by a Servicing Officer (or
        in a
        mutually agreeable electronic format that will, in lieu of a signature on
        its
        face, originate from a Servicing Officer), release the related Mortgage File
        to
        the Servicer or its designee within three Business Days, which, shall be
        sent by
        overnight mail, at the expense of the Servicer or the related Mortgagor,
        and the
        Trustee (or the Custodian on behalf of the Trustee) shall, at the written
        direction of the Servicer, execute such documents provided to it by the Servicer
        as shall be necessary to the prosecution of any such proceedings. Such Request
        for Release shall obligate the Servicer to return each and every document
        previously requested from the Mortgage File to the Trustee (or the Custodian
        on
        behalf of the Trustee) when the need therefor by the Servicer no longer exists,
        unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
        relating to the Mortgage Loan have been deposited in the Collection Account
        or
        the Mortgage File or such document has been delivered to an attorney, or
        to a
        public trustee or other public official as required by law, for purposes
        of
        initiating or pursuing legal action or other proceedings for the foreclosure
        of
        the Mortgaged Property either judicially or non-judicially, and the Servicer
        has
        delivered, or caused to be delivered, to the Custodian an additional Request
        for
        Release certifying as to such liquidation or action or proceedings. Upon
        the
        request of the Trustee (or the Custodian on behalf of the Trustee), the Servicer
        shall provide notice to the Trustee (or the Custodian on behalf of the Trustee)
        of the name and address of the Person to which such Mortgage File or such
        document was delivered and the purpose or purposes of such delivery. Upon
        receipt of a Request for Release, in written (with two executed copies) or
        electronic format (or in a mutually agreeable electronic format that will,
        in
        lieu of a signature on its face, originate from a Servicing Officer), from
        a
        Servicing Officer stating that such Mortgage Loan was liquidated and that
        all
        amounts received or to be received in connection with such liquidation that
        are
        required to be deposited into the Collection Account have been so deposited,
        or
        that such Mortgage Loan has become an REO Property, such Mortgage Loan shall
        be
        released by the Trustee (or the Custodian on behalf of the Trustee) to the
        Servicer or its designee within three Business Days.

       

      (c)  Upon
        written certification of a Servicing Officer, the Trustee (or the Custodian
        on
        behalf of the Trustee) shall execute and deliver to the Servicer or the
        Sub-Servicer, as the case may be, copies of any court pleadings, requests
        for
        trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
        in respect of a Mortgaged Property or to any legal action brought to obtain
        judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain
        a
        deficiency judgment, or to enforce any other remedies or rights provided
        by the
        Mortgage Note or Mortgage or otherwise available at law or in equity. Each
        such
        certification shall include a request that such pleadings or documents be
        executed by the Trustee (or the Custodian on behalf of 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 (or the Custodian on behalf
        of the
        Trustee) will not invalidate or otherwise affect the lien of the Mortgage,
        except for the termination of such a lien upon completion of the foreclosure
        or
        trustee’s sale.

       

      	SECTION
              3.18  	
              Servicing
                Compensation.

            


       

      As
        compensation for its activities hereunder, the Servicer shall be entitled
        to the
        Servicing Fee with respect to each Mortgage Loan payable solely from payments
        of
        interest in respect of such Mortgage Loan, subject to Section 3.24. In addition,
        the Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance
        Proceeds, Liquidation Proceeds or condemnation proceeds to the extent permitted
        by Section 3.11(a)(iii) and out of amounts derived from the operation and
        sale
        of an REO Property to the extent permitted by Section 3.23. Except as provided
        in Section 3.29, the right to receive the Servicing Fee may not be transferred
        in whole or in part except in connection with the transfer of all of the
        Servicer’s responsibilities and obligations under this Agreement; provided,
        however, that the Servicer may pay from the Servicing Fee any amounts due
        to a
        Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section
        3.02.

       

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

       

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

       

      	SECTION
              3.19  	
              Reports
                to the Trustee; Collection Account
                Statements.

            


       

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

       

      	SECTION
              3.20  	
              Statement
                as to Compliance.

            


       

      The
        Servicer will deliver to the Trustee not later than March 15th
        of each
        calendar year, commencing in 2007, an Officers’ Certificate (an “Annual
        Statement of Compliance”) stating, as to each signatory thereof, that (i) a
        review of the activities of the Servicer during the preceding calendar year
        and
        of performance under this Agreement has been made under such officers’
supervision and (ii) to the best of such officers’ knowledge, based on such
        review, the Servicer has fulfilled all of its obligations under this Agreement
        in all material respects throughout such year, or, if there has been a failure
        to fulfill any such obligation, in any material respect, specifying each
        such
        failure known to such officer and the nature and status of cure provisions
        thereof. Such Annual Statement of Compliance shall contain no restrictions
        or
        limitations on its use. The Servicer shall deliver a similar Annual Statement
        of
        Compliance by any Sub-Servicer to which the Servicer has delgated any servicing
        responsibilities with respect to the Mortgage Loans, to the Trustee as described
        above as and when required with respect to the Servicer. 

       

      If
        the
        Servicer cannot deliver the related Annual Statement of Compliance by March
        15th
        of such
        year, the Depositor, may permit a cure period for the Servicer to deliver
        such
        Annual Statement of Compliance, but in no event later than March 20th
        of such
        year.

       

      Failure
        of the Servicer to timely comply with this Section 3.20 (taking into account
        the
        cure period if permitted as set forth in the preceding paragraph) shall be
        deemed an Event of Default, and the Trustee may, in addition to whatever
        rights
        the Trustee may have under this Agreement and at law or equity or to damages,
        including injunctive relief and specific performance give notice to Noteholders
        that they have ten Business Days to object. If no such objection is received,
        the Trustee shall immediately terminate all the rights and obligations of
        the
        Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
        thereof without compensating the Servicer for the same (other than as provided
        herein with respect to unreimbursed Advances or Servicing Advances or accrued
        and unpaid Servicing Fees). This paragraph shall supercede any other provision
        in this Agreement or any other agreement to the contrary. 

       

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

       

      	SECTION
              3.21  	
              Assessments
                of Compliance and Attestation Reports.

            


       

      Pursuant
        to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB,
        the Servicer shall deliver to the Trustee on or before March 15th
        of each
        calendar year beginning in 2007, a report regarding the Servicer’s assessment of
        compliance (an “Assessment of Compliance”) with the applicable Servicing
        Criteria (as set forth in Exhibit S) during the preceding calendar year.
        The
        Assessment of Compliance must contain the following:

       

      (a)  A
        statement by such officer of its responsibility for assessing compliance
        with
        the Servicing Criteria applicable to the Servicer;

       

      (b)  A
        statement by such officer that such officer used the Servicing Criteria,
        and
        which will also be attached to the Assement of Compliance, to assess compliance
        with the Servicing Criteria applicable to the Servicer;

       

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

       

      (d)  A
        statement that a registered public accounting firm has issued an attestation
        report on the Servicer’s Assessment of Compliance for the period consisting of
        the preceding calendar year; and

       

      (e)  A
        statement as to which of the Servicing Criteria, if any, are not applicable
        to
        the Servicer, which statement shall be based on the activities it performs
        with
        respect to asset-backed securities transactions taken as a whole involving
        the
        Servicer, that are backed by the same asset type as the Mortgage
        Loans.

       

      Such
        report at a minimum shall address each of the Servicing Criteria specified
        on
        Exhibit S hereto which are indicated as applicable to the Servicer.

       

      On
        or
        before March 15th
        of each
        calendar year beginning in 2007, the Servicer shall furnish to the Trustee
        a
        report (an “Attestation Report”) by a registered public accounting firm that
        attests to, and reports on, the Assessment of Compliance made by the Servicer,
        as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b)
        of
        Regulation AB, which Attestation Report must be made in accordance with
        standards for attestation reports issued or adopted by the Public Company
        Accounting Oversight Board. 

       

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

       

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

       

      If
        the
        Servicer cannot deliver any Assessment of Compliance or Attestation Report
        by
        March 15th
        of such
        year, the Depositor, may permit a cure period for the Servicer to deliver
        such
        Assessment of Compliance or Attestation Report, but in no event later than
        March
        25th
        of such
        year.

       

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

       

      The
        Trustee shall also provide an Assessment of Compliance (with respect to items
        (a) - (d) but not (e) above) and Attestation Report, as and when provided
        above,
        which shall at a minimum address each of the Servicing Criteria specified
        on
        Exhibit S hereto which are indicated as applicable to the “trustee”.
        Notwithstanding the foregoing, as to any trustee, an Assessment of Compliance
        is
        not required to be delivered unless it is required as part of a Form 10-K
        with
        respect to the Trust Fund.

       

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

       

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

            


       

      (a)  The
        Servicer shall provide to the Office of Thrift Supervision, the FDIC, and
        any
        other federal or state banking or insurance regulatory authority that may
        exercise authority over any Certificateholder, access to the documentation
        regarding the Mortgage Loans required by applicable laws and regulations.
        Such
        access shall be afforded without charge, but only upon reasonable request
        and
        during normal business hours at the offices of the Servicer designated by
        it. In
        addition, access to the documentation regarding the Mortgage Loans will be
        provided to the Trustee, the NIMS Insurer and to any Person identified to
        the
        Servicer as a prospective transferee of a Certificate, upon reasonable request
        during normal business hours at the offices of the Servicer designated by
        it, at
        the expense of the Person requesting such access.

       

      	SECTION
              3.23  	
              Title,
                Management and Disposition of REO
                Property.

            


       

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

       

      (b)  The
        Servicer shall separately account for all funds collected and received in
        connection with the operation of any REO Property and shall establish and
        maintain, or cause to be established and maintained, with respect to REO
        Properties an account held in trust for the Trustee for the benefit of the
        Certificateholders (the “REO Account”), which shall be an Eligible Account. The
        Servicer shall be permitted to allow the Collection Account to serve as the
        REO
        Account, subject to separate ledgers for each REO Property. The Servicer
        shall
        be entitled to retain or withdraw any interest income paid on funds deposited
        in
        the REO Account.

       

      (c)  The
        Servicer shall have full power and authority, subject only to the specific
        requirements and prohibitions of this Agreement, to do any and all things
        in
        connection with any REO Property as are consistent with the manner in which
        the
        Servicer manages and operates similar property owned by the Servicer or any
        of
        its Affiliates, all on such terms and for such period (subject to the
        requirement of prompt disposition set forth in Section 3.23(a)) as the Servicer
        deems to be in the best interests of Certificateholders. In connection
        therewith, the Servicer shall deposit, or cause to be deposited in the REO
        Account, in no event more than two Business Days after the Servicer’s receipt
        thereof, all revenues received by it with respect to an REO Property and
        shall
        withdraw therefrom funds necessary for the proper operation, management and
        maintenance of such REO Property including, without limitation:

       

      (i)  all
        insurance premiums due and payable in respect of such REO Property;

       

      (ii)  all
        real
        estate taxes and assessments in respect of such REO Property that may result
        in
        the imposition of a lien thereon; and

       

      (iii)  all
        costs
        and expenses necessary to maintain, operate and dispose of such REO
        Property.

       

      To
        the
        extent that amounts on deposit in the REO Account with respect to an REO
        Property are insufficient for the purposes set forth in clauses (i) through
        (iii) above with respect to such REO Property, the Servicer shall advance
        from
        its own funds such amount as is necessary for such purposes if, but only
        if, the
        Servicer would make such advances if the Servicer owned the REO Property
        and if
        in the Servicer’s judgment, the payment of such amounts will be recoverable from
        the rental or sale of the REO Property.

       

      Notwithstanding
        the foregoing, neither the Servicer nor the Trustee shall:

       

      (A)  authorize
        the Trust Fund to enter into, renew or extend any New Lease with respect
        to any
        REO Property, if the New Lease by its terms will give rise to any income
        that
        does not constitute Rents from Real Property;

       

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

       

      (C)  authorize
        any construction on any REO Property, other than the completion of a building
        or
        other improvement thereon, and then only if more than ten percent of the
        construction of such building or other improvement was completed before default
        on the related Mortgage Loan became imminent, all within the meaning of Section
        856(e)(4)(B) of the Code; or

       

      (D)  authorize
        any Person to Directly Operate any REO Property on any date more than 90
        days
        after its date of acquisition by the Trust Fund;

       

      unless,
        in any such case, the Servicer has obtained an Opinion of Counsel, provided
        to
        the Trustee and the NIMS Insurer, to the effect that such action will not
        cause
        such REO Property to fail to qualify as “foreclosure property” within the
        meaning of Section 860G(a)(8) of the Code at any time that it is held by
        the
        REMIC, in which case the Servicer may take such actions as are specified
        in such
        Opinion of Counsel.

       

      The
        Servicer may contract with any Independent Contractor for the operation and
        management of any REO Property, provided that:

       

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

       

      (B)  any
        such
        contract shall require, or shall be administered to require, that the
        Independent Contractor pay all costs and expenses incurred in connection
        with
        the operation and management of such REO Property, including those listed
        above
        and remit all related revenues (net of such costs and expenses) to the Servicer
        as soon as practicable, but in no event later than thirty days following
        the
        receipt thereof by such Independent Contractor;

       

      (C)  none
        of
        the provisions of this Section 3.23(c) relating to any such contract or to
        actions taken through any such Independent Contractor shall be deemed to
        relieve
        the Servicer of any of its duties and obligations to the Trustee on behalf
        of
        the Certificateholders with respect to the operation and management of any
        such
        REO Property; and

       

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

       

      The
        Servicer shall be entitled to enter into any agreement with any Independent
        Contractor performing services for it related to its duties and obligations
        hereunder for indemnification of the Servicer by such Independent Contractor,
        and nothing in this Agreement shall be deemed to limit or modify such
        indemnification. The Servicer shall be solely liable for all fees owed by
        it to
        any such Independent Contractor, irrespective of whether the Servicer’s
        compensation pursuant to Section 3.18 is sufficient to pay such fees; provided,
        however, that to the extent that any payments made by such Independent
        Contractor would constitute Servicing Advances if made by the Servicer, such
        amounts shall be reimbursable as Servicing Advances made by the
        Servicer.

       

      (d)  In
        addition to the withdrawals permitted under Section 3.23(c), the Servicer
        may
        from time to time make withdrawals from the REO Account for any REO Property:
        (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in respect of
        the
        related Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
        unreimbursed Servicing Advances and Advances made in respect of such REO
        Property or the related Mortgage Loan. On the Servicer Remittance Date, the
        Servicer shall withdraw from each REO Account maintained by it and deposit
        into
        the Distribution Account in accordance with Section 3.10(d)(ii), for
        distribution on the related Distribution Date in accordance with Section
        4.01,
        the income from the related REO Property received during the prior calendar
        month, net of any withdrawals made pursuant to Section 3.23(c) or this Section
        3.23(d).

       

      (e)  Subject
        to the time constraints set forth in Section 3.23(a), each REO Disposition
        shall
        be carried out by the Servicer in a manner, at such price and upon such terms
        and conditions as shall be normal and usual in the Servicing
        Standard.

       

      (f)  The
        proceeds from the REO Disposition, net of any amount required by law to be
        remitted to the Mortgagor under the related Mortgage Loan and net of any
        payment
        or reimbursement to the Servicer or any Sub-Servicer as provided above, shall
        be
        deposited in the Distribution Account in accordance with Section 3.10(d)(ii)
        on
        the Servicer Remittance Date in the month following the receipt thereof for
        distribution on the related Distribution Date in accordance with Section
        4.01.
        Any REO Disposition shall be for cash only (unless changes in the REMIC
        Provisions made subsequent to the Startup Day allow a sale for other
        consideration).

       

      (g)  The
        Servicer shall file information returns with respect to the receipt of mortgage
        interest received in a trade or business, reports of foreclosures and
        abandonments of any Mortgaged Property and cancellation of indebtedness income
        with respect to any Mortgaged Property as required by the Code. Such reports
        shall be in form and substance sufficient to meet the reporting requirements
        of
        the Code.

       

      	SECTION
              3.24  	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


       

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

       

      	SECTION
              3.25  	
              [Reserved].

            


       

      	SECTION
              3.26  	
              Obligations
                of the Servicer in Respect of Mortgage Rates and Monthly
                Payments.

            


       

      In
        the
        event that a shortfall in any collection on or liability with respect to
        the
        Mortgage Loans in the aggregate results from or is attributable to adjustments
        to Mortgage Rates, Monthly Payments or Stated Principal Balances that were
        made
        by the Servicer in a manner not consistent with the terms of the related
        Mortgage Note and this Agreement, the Servicer, upon discovery or receipt
        of
        notice thereof, immediately shall deposit in the Collection Account from
        its own
        funds the amount of any such shortfall and shall indemnify and hold harmless
        the
        Trust Fund, the Trustee, the Depositor and any successor servicer in respect
        of
        any such liability. Such indemnities shall survive the termination or discharge
        of this Agreement. Notwithstanding the foregoing, this Section 3.26 shall
        not
        limit the ability of the Servicer to seek recovery of any such amounts from
        the
        related Mortgagor under the terms of the related Mortgage Note, as permitted
        by
        law.

       

      	SECTION
              3.27  	
              Solicitations.

            


       

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

       

      Notwithstanding
        the foregoing, with respect to any Fixed Rate Mortgage Loan, the Servicer
        may
        solicit the Mortgagor for the purpose of refinancing such Mortgage Loan,
        beginning 60 days prior to the later of (i) the expiration of the related
        Prepayment Charge term, if applicable and (ii) 24 months following origination
        of such Mortgage Loan and with respect to any Adjustable Rate Mortgage Loan,
        the
        Servicer may solicit the Mortgagor for the purpose of refinancing such Mortgage
        Loan, beginning 60 days prior to the later of (i) the expiration of the related
        Prepayment Charge term, if applicable and (ii) the expiration of any applicable
        fixed rate period. 

       

      	SECTION
              3.28  	
              [Reserved].

            


       

      	SECTION
              3.29  	
              Advance
                Facility.

            


       

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

       

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

       

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

       

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

       

      Upon
        the
        direction of and at the expense of the Servicer, the Trustee agrees to execute
        such acknowledgments provided by the Servicer recognizing the interests of
        any
        Advance Facility Trustee in such Reimbursement Amounts as the Servicer may
        cause
        to be made subject to Advance Facilities pursuant to this Section
        3.29.

       

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

       

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

       

      Any
        amendment to this Section 3.29 or to any other provision of this Agreement
        that
        may be necessary or appropriate to effect the terms of an Advance Facility
        as
        described generally in this Section 3.29, including amendments to add provisions
        relating to a successor servicer, may be entered into by the Trustee, the
        Depositor and the Servicer without the consent of any Certificateholder but
        with
        the consent of the NIMS Insurer, provided such amendment complies with Section
        11.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of
        each party hereto of any such amendment shall be borne solely by the Servicer.
        Prior to entering into an Advance Facility, the Servicer shall notify the
        Advancing Person in writing that: (a) the Advances and/or Servicing Advances
        purchased, financed by and/or pledged to the Advancing Person are obligations
        owed to the Servicer on a non-recourse basis payable only from the cash flows
        and proceeds received under this Agreement for reimbursement of Advances
        and/or
        Servicing Advances only to the extent provided herein, and the Trustee and
        the
        Trust are not otherwise obligated or liable to repay any Advances and/or
        Servicing Advances financed by the Advancing Person and (b) the Trustee shall
        not have any responsibility to track or monitor the administration of the
        Advance Facility between the Servicer and the Advancing Person.

       

      


       

      ARTICLE
        IV


      FLOW
        OF
        FUNDS

       

      	SECTION
              4.01  	
              Distributions.

            


       

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

       

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

       

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

       

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

       

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

       

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

       

      (III) On
        each
        Distribution Date, distributions to the extent of the sum of the Group I
        Interest Remittance Amount and the Group II Interest Remittance Amount remaining
        undistributed for such Distribution Date shall be distributed sequentially,
        to
        the Holders of the Class M-1 Certificates, the Class M-2 Certificates, the
        Class
        M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
        the
        Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates,
        the Class M-9 Certificates, the Class M-10 Certificates and the Class M-11
        Certificates, in that order, in an amount equal to the Monthly Interest
        Distributable Amount for each such Class.

       

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

       

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

       

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

       

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

       

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

       

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

       

      (III) On
        each
        Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
        Event
        is in effect, distributions in respect of principal to the extent of the
        sum of
        the Group I Principal Distribution Amount and the Group II Principal
        Distribution Amount remaining undistributed for such Distribution Date shall
        be
        distributed sequentially, to the Holders of the Class M-1 Certificates, the
        Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
        the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7
        Certificates, the Class M-8 Certificates, the Class M-9 Certificates, the
        Class
        M-10 Certificates and the Class M-11 Certificates in that order, in each
        case,
        until the Certificate Principal Balance thereof has been reduced to
        zero.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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


       

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

       

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

       

      (x)  to
        the
        Holders of the Class M-11 Certificates, the Class M-11 Principal Distribution
        Amount until the Certificate Principal Balance thereof has been reduced to
        zero.

       

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

       

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

       

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

       

      (ii)  sequentially,
        to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
        M-3
        Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
        Certificates, Class M-7 Certificates, Class M-8 Certificates, Class M-9
        Certificates, Class M-10 Certificates and Class M-11 Certificates 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;

       

      (iii)  to
        the
        Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover
        Amounts, without taking into account amounts, if any, received under the
        Interest Rate Swap Agreement;

       

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

       

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

       

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

       

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

       

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

       

      (i)  concurrently,
        to each Class of Class A Certificates, the related Net WAC Rate Carryover
        Amount, on a pro
        rata
        basis
        based on the Net WAC Rate Carryover Amount for each such Class; and

       

      (ii)  sequentially,
        to the Holders of the Class M-1 Certificates, the Class M-2 Certificates,
        the
        Class M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates,
        the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
        Certificates, the Class M-9 Certificates, Class M-10 Certificates and Class
        M-11
        Certificates in that order, the related Net WAC Rate Carryover
        Amount.

       

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

       

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

       

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

       

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

       

      (iv)  sequentially,
        to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
        Class
        M-7, Class M-8, Class M-9, Class M-10 and Class M-11 Certificates, in that
        order, the related Monthly Interest Distributable Amount and Unpaid Interest
        Shortfall Amount, to the extent remaining undistributed after the distributions
        of the Group I Interest Remittance Amount, the Group II Interest Remittance
        Amount and the Net Monthly Excess Cashflow;

       

      (v)  to
        the
        Holders of the Class or Classes of Certificates then entitled to receive
        distributions in respect of principal, in an amount equal to any Extra Principal
        Distribution Amount, without taking into account amounts, if any, received
        under
        the Interest Rate Swap Agreement, distributable to such Holders as part of
        the
        Group I Principal Distribution Amount and/or the Group II Principal Distribution
        Amount, after taking into account distributions made pursuant to Section
        4.01(a)(4)(i);

       

      (vi)  sequentially
        to 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, Class M-10 and Class M-11 Certificates, in that
        order, in each case up to the related Allocated Realized Loss Amount related
        to
        such Certificates for such Distribution Date remaining undistributed after
        distribution of the Net Monthly Excess Cashflow;

       

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

       

      (viii)  sequentially,
        to 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, Class M-10 and Class M-11 Certificates, in that
        order, the related Net WAC Rate Carryover Amount, to the extent remaining
        undistributed after distributions are made from the Net WAC Rate Carryover
        Reserve Account; and

       

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

       

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

       

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

       

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

       

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

       

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

       

      	SECTION
              4.02  	
              [Reserved].

            


       

      	SECTION
              4.03  	
              Statements.

            


       

      (a)  On
        each
        Distribution Date, based, as applicable, on information provided to it by
        the
        Servicer, the Trustee shall prepare and make available to each Holder of
        the
        Regular Certificates, the NIMS Insurer, the Servicer and the Rating Agencies,
        a
        statement as to the distributions made on such Distribution Date:

       

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

       

      (ii)  the
        amount of the distribution made on such Distribution Date to the Holders
        of each
        Class of Regular Certificates (other than the Class P Certificates) allocable
        to
        interest, separately identified;

       

      (iii)  the
        Net
        Monthly Excess Cashflow, the Overcollateralized Amount, the
        Overcollateralization Release Amount, the Overcollateralization Deficiency
        Amount and the Overcollateralization Target Amount and the Senior Credit
        Enhancement Percentage as of such Distribution Date and the Excess
        Overcollateralized Amount for the Mortgage Pool for such Distribution
        Date;

       

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

       

      (v)  the
        aggregate amount of Advances for the related Due Period (including the general
        purpose of such Advances);

       

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

       

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

       

      (viii)  the
        number and aggregate unpaid Stated Principal Balance of Mortgage Loans that
        were
        (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure
        and REO
        Properties) using the OTS Method (as described below) (1) 30 to 59 days,
        (2) 60
        to 89 days and (3) 90 or more days, (B) as to which foreclosure proceedings
        have
        been commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3)
        90 or
        more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to
        89 days
        and (3) 90 or more days, in each case as of the Close of Business on the
        last
        day of the calendar month preceding such Distribution Date and (D) REO
        Properties, as well as the aggregate principal balance of Mortgage Loans
        that
        were liquidated and the net proceeds resulting therefrom;

       

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

       

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

       

      (xi)  the
        Delinquency Percentage and the Realized Loss Percentage;

       

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

       

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

       

      (xiv)  the
        Certificate Principal Balance of each Class of Class A Certificates, Mezzanine
        Certificates and the Class C 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 each Class of Class A
        Certificates, Mezzanine Certificates and the Class C Certificates for such
        Distribution Date and the Unpaid Interest Shortfall Amount, if any, with
        respect
        to each Class of Class A Certificates, Mezzanine Certificates and the Class
        C
        Certificates for such Distribution Date;

       

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

       

      (xvii)  the
        Net
        WAC Rate Carryover Amount for each Class of Class A and Mezzanine Certificates,
        if any, for such Distribution Date and the amount remaining unpaid after
        reimbursements therefor on such Distribution Date;

       

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

       

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

       

      (xx)  the
        respective Pass-Through Rates applicable to each Class of Class A Certificates,
        Mezzanine Certificates and the Class C Certificates for such Distribution
        Date
        and the Pass-Through Rate applicable to each Class of Class A and Mezzanine
        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. 

       

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

       

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

       

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

       

      (b)  Within
        a
        reasonable period of time after the end of each calendar year, the Trustee
        shall, upon written request, furnish to the NIMS Insurer and each Person
        who at
        any time during the calendar year was a Certificateholder of a Regular
        Certificate, if requested in writing by such Person, such information as
        is
        reasonably necessary to provide to such Person a statement containing the
        information set forth in subclauses (i) and (ii) above, aggregated for such
        calendar year or applicable portion thereof during which such Person was
        a
        Certificateholder. Such obligation of the Trustee shall be deemed to have
        been
        satisfied to the extent that substantially comparable information shall be
        prepared and furnished by the Trustee to Certificateholders pursuant to any
        requirements of the Code as are in force from time to time.

       

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

       

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

       

      (e)  On
        each
        Distribution Date, the Trustee shall supply an electronic tape to Bloomberg
        Financial Markets, Inc. in a format acceptable to Bloomberg Financial Markets,
        Inc. on a monthly basis, and shall supply an electronic tape to Loan Performance
        and Intex Solutions in a format acceptable to Loan Performance and Intex
        Solutions on a monthly basis.

       

      	SECTION
              4.04  	
              Remittance
                Reports; Advances.

            


       

      (a)  By
        the
        third Business Day following each Determination Date, but in no event later
        than
        the earlier of (i) such date which would allow the indenture trustee to submit
        a
        claim to the NIMS Insurer under the Indenture so as to allow a timely payment
        by
        the NIMS Insurer under the insurance policy related to the notes insured
        by the
        NIMS Insurer and (ii) the 20th
        day of
        each month (or if such 20th
        day is
        not a Business Day, the preceding Business Day), the Servicer shall deliver
        to
        the Trustee and the Trustee shall make available to the NIMS Insurer, by
        telecopy or electronic mail (or by such other means as the Servicer and the
        Trustee may agree from time to time) a Remittance Report with respect to
        the
        related Distribution Date, which Remittance Reports the Trustee shall use
        in
        preparing the statement pursuant to Section 4.03. No later than the 20th
        day of
        each month, the Servicer shall deliver or cause to be delivered to the Trustee
        in addition to the information provided on the Remittance Report, such other
        information reasonably available to it with respect to the Mortgage Loans
        as the
        Trustee may reasonably require to perform the calculations necessary to (i)
        make
        the distributions contemplated by Section 4.01, (ii) to prepare the statements
        to Certificateholders contemplated by Section 4.03 and (iii) to prepare the
        Form
        10-D contemplated by Section 4.07. The Trustee shall not be responsible to
        recompute, recalculate or verify any information provided to it by the
        Servicer.

       

      (b)  The
        amount of Advances to be made by the Servicer for any Distribution Date shall
        equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of
        Monthly Payments (net of the related Servicing Fee), due during the related
        Due
        Period in respect of the Mortgage Loans, which Monthly Payments were delinquent
        on a contractual basis as of the Close of Business on the related Determination
        Date and (ii) with respect to each REO Property, which REO Property was acquired
        during or prior to the related Due Period and as to which REO Property an
        REO
        Disposition did not occur during the related Due Period, an amount equal
        to the
        excess, if any, of the REO Imputed Interest on such REO Property for the
        most
        recently ended calendar month, over the net income from such REO Property
        transferred to the Distribution Account pursuant to Section 3.23 for
        distribution on such Distribution Date. For purposes of the preceding sentence,
        the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon
        Payment is equal to the assumed monthly payment that would have been due
        on the
        related Due Date based on the original principal amortization schedule for
        such
        Balloon Mortgage Loan.

       

      On
        or
        before 1:00 p.m. New York time on the Servicer Remittance Date, the Servicer
        shall remit in immediately available funds to the Trustee for deposit in
        the
        Distribution Account an amount equal to the aggregate amount of Advances,
        if
        any, to be made in respect of the Mortgage Loans and REO Properties for the
        related Distribution Date either (i) from its own funds or (ii) from the
        Collection Account, to the extent of funds held therein for future distribution
        (in which case it will cause to be made an appropriate entry in the records
        of
        Collection Account that amounts held for future distribution have been, as
        permitted by this Section 4.04, used by the Servicer in discharge of any
        such
        Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
        the
        total amount of Advances to be made by the Servicer with respect to the Mortgage
        Loans and REO Properties. Any amounts held for future distribution used by
        the
        Servicer to make an Advance as permitted in the preceding sentence or withdrawn
        by the Servicer as permitted in Section 3.11(a)(ii) in reimbursement for
        Advances previously made shall be appropriately reflected in the Servicer’s
        records and replaced by the Servicer by deposit in the Collection Account
        on or
        before any future Servicer Remittance Date to the extent that the Available
        Funds for the related Distribution Date (determined without regard to Advances
        to be made on the Servicer Remittance Date) shall be less than the total
        amount
        that would be distributed to the Classes of Certificateholders pursuant to
        Section 4.01 on such Distribution Date if such amounts held for future
        distributions had not been so used to make Advances. The Trustee will provide
        notice to the NIMS Insurer and the Servicer by telecopy by the Close of Business
        on any Servicer Remittance Date in the event that the amount remitted by
        the
        Servicer to the Trustee on such date is less than the Advances required to
        be
        made by the Servicer for the related Distribution Date, as set forth in the
        related Remittance Report.

       

      (c)  The
        obligation of the Servicer to make such Advances is mandatory, notwithstanding
        any other provision of this Agreement but subject to (d) below, and, with
        respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid
        in
        full or until all Liquidation Proceeds thereon have been recovered, or a
        Final
        Recovery Determination has been made thereon.

       

      (d)  Notwithstanding
        anything herein to the contrary, no Advance or Servicing Advance shall be
        required to be made hereunder by the Servicer if such Advance or Servicing
        Advance would, if made, constitute a Nonrecoverable Advance. The determination
        by the Servicer that it has made a Nonrecoverable Advance or that any proposed
        Advance or Servicing Advance, if made, would constitute a Nonrecoverable
        Advance, shall be evidenced by an Officers’ Certificate of the Servicer
        delivered to the NIMS Insurer, the Depositor and the Trustee.

       

      	SECTION
              4.05  	
              Swap
                Account.

            


       

      (a)  On
        the
        Closing Date, there is hereby established a separate trust (the “Supplemental
        Interest Trust”), into which the Depositor shall deposit: (i) the Interest Rate
        Swap Agreement and (ii) the Swap Administration Agreement. The Supplemental
        Interest Trust shall be maintained by the Supplemental Interest Trust Trustee,
        who initially, shall be the Trustee. No later than the Closing Date, the
        Supplemental Interest Trust Trustee shall establish and maintain a separate,
        segregated trust account to be held in the Supplemental Interest Trust, titled,
        “Swap Account, Deutsche Bank National Trust Company, as Supplemental Interest
        Trust Trustee, in trust for the registered Certificateholders of Soundview
        Home
        Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3.” Such account
        shall be an Eligible Account and funds on deposit therein shall be held separate
        and apart from, and shall not be commingled with, any other moneys, including,
        without limitation, other moneys of the Trustee held pursuant to this Agreement.
        Amounts therein shall be held uninvested.

       

      (b)  On
        each
        Distribution Date, prior to any distribution to any Certificate, the
        Supplemental Interest Trust Trustee shall deposit into the Swap Account:
        (i) the
        amount of any Net Swap Payment or Swap Termination Payment (other than any
        Swap
        Termination Payment resulting from a Swap Provider Trigger Event) owed to
        the
        Swap Provider (after taking into account any upfront payment received from
        the
        counterparty to a replacement interest rate swap agreement) from funds collected
        and received with respect to the Mortgage Loans prior to the determination
        of
        Available Funds and (ii) amounts received by the Supplemental Interest Trust
        Trustee from the Swap Administrator, for distribution in accordance with
        Section
        4.01(e) hereof, pursuant to the Swap Administration Agreement, dated as of
        the
        Closing Date (the “Swap Administration Agreement”), among Deutsche Bank National
        Trust Company, in its capacity as Supplemental Interest Trust Trustee, Deutsche
        Bank National Trust Company, in its capacity as Swap Administrator and the
        majority Holder of the Class C Certificates. For federal income tax purposes,
        any amounts paid to the Swap Provider on each Distribution Date shall first
        be
        deemed paid to the Swap Provider in respect of REMIC 6 Regular Interest SWAP
        IO
        to the extent of the amount distributable on REMIC 6 Regular Interest SWAP
        IO on
        such Distribution Date, and any remaining amount shall be deemed paid to
        the
        Swap Provider in respect of a Class IO Distribution Amount (as defined
        below).

       

      (c)  It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the Supplemental Interest Trust be disregarded
        as
        an entity separate from the Holder of the Class C Certificates unless and
        until
        the date when either (a) there is more than one Class C Certificateholder
        or (b)
        any Class of Certificates in addition to the Class C Certificates is
        recharacterized as an equity interest in the Supplemental Interest Trust
        for
        federal income tax purposes, in which case it is the intention of the parties
        hereto that, for federal and state income and state and local franchise tax
        purposes, the Supplemental Interest Trust be treated as a partnership. The
        Supplemental Interest Trust will be an “outside reserve fund” within the meaning
        of Treasury Regulation Section 1.860G-2(h).

       

      (d)  To
        the
        extent that the Supplemental Interest Trust is determined to be a separate
        legal
        entity from the Supplemental Interest Trust Trustee, any obligation of the
        Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
        shall
        be deemed to be an obligation of the Supplemental Interest Trust.

       

      (e)  The
        Trustee shall treat the Holders of Certificates (other than the Class P,
        Class
        C, Class R and Class R-X Certificates) as having entered into a notional
        principal contract with respect to the Holders of the Class C Certificates.
        Pursuant to each such notional principal contract, all Holders of Certificates
        (other than the Class P, Class C, Class R and Class R-X Certificates) shall
        be
        treated as having agreed to pay, on each Distribution Date, to the Holder
        of the
        Class C Certificates an aggregate amount equal to the excess, if any, of
        (i) the
        amount payable on such Distribution Date on the REMIC 3 Regular Interest
        corresponding to such Class of Certificates over (ii) the amount payable
        on such
        Class of Certificates on such Distribution Date (such excess, a “Class IO
        Distribution Amount”). A Class IO Distribution Amount payable from interest
        collections shall be allocated pro
        rata
        among
        such Certificates based on the excess of (a) the amount of interest otherwise
        payable to such Certificates over (ii) the amount of interest payable to
        such
        Certificates at a per annum rate equal to the Net WAC Rate, and a Class IO
        Distribution Amount payable from principal collections shall be allocated
        to the
        most subordinate Class of Certificates with an outstanding principal balance
        to
        the extent of such balance. In addition, pursuant to such notional principal
        contract, the Holder of the Class C Certificates shall be treated as having
        agreed to pay Net WAC Rate Carryover Amounts to the Holders of the Certificates
        (other than the Class CE, Class P and Class R 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 CE, Class P, Class R and Class R-X Certificates) of a Class IO
        Distribution Amount shall be treated for tax purposes as having been received
        by
        the Holders of such Certificates in respect of their interests in REMIC 3
        and as
        having been paid by such Holders 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 Regular Interests in REMIC 3, but also ownership of an interest
        in,
        and obligations with respect to, a notional principal contract.

       

      	SECTION
              4.06  	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


       

      For
        federal income tax purposes, each holder of a Class A and Mezzanine Certificate
        is deemed to own an undivided beneficial ownership interest in a REMIC regular
        interest and the right to receive payments from either the Net WAC Rate
        Carryover Reserve Account or the Swap Account in respect of the Net WAC Rate
        Carryover Amount or the obligation to make payments to the Swap Account.
        For
        federal income tax purposes, the Trustee will account for payments to each
        Class
        A and Mezzanine Certificates as follows: each Class A and Mezzanine Certificate
        will be treated as receiving their entire payment from REMIC 3 (regardless
        of
        any Swap Termination Payment or obligation under the Interest Rate Swap
        Agreement) and subsequently paying their portion of any Swap Termination
        Payment
        in respect of each such Class’ obligation under the Interest Rate Swap
        Agreement. In the event that any such Class is resecuritized in a REMIC,
        the
        obligation under the Interest Rate Swap Agreement to pay any such Swap
        Termination Payment (or any shortfall in Swap Provider Fee), will be made
        by one
        or more of the REMIC Regular Interests issued by the resecuritization REMIC
        subsequent to such REMIC Regular Interest receiving its full payment from
        any
        such Class A or Mezzanine Certificate. 

       

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

       

      	SECTION
              4.07  	
              Commission
                Reporting.

            


       

      (a)  The
        Trustee and the Servicer shall reasonably cooperate with the Depositor in
        connection with the Trust’s satisfying the reporting requirements under the
        Exchange Act.

       

      (b)  (i)
        Within 12 calender days after each Distribution Date, the Trustee shall,
        in
        accordance with industry standards, file with the Commission via the Electronic
        Data Gathering and Retrieval System (“EDGAR”), a Distribution Report on Form
        10-D, signed by the Depositor, with a copy of the monthly statement to be
        furnished by the Trustee to the Certificateholders for such Distribution
        Date.
        Any disclosure in addition to the monthly statement required to be included
        on
        the Form 10-D (“Additional Form 10-D Disclosure”) shall be determined and
        prepared by the entity that is indicated in Exhibit T as the responsible
        party
        for providing that information, if other than the Trustee, and the Trustee
        will
        have no duty or liability to verify the accuracy or sufficiency of any such
        Additional Form 10-D Disclosure and the Trustee shall have no liability with
        respect to any failure to properly prepare or file such Form 10-D resulting
        from
        or relating to the Trustee’s inability or failure to obtain any information in a
        timely manner from the party responsible for delivery of such Additional
        Form
        10-D Disclosure.

       

      Within
        3
        calendar days after the related Distribution Date, each entity that is indicated
        in Exhibit T as the responsible party for providing Additional Form 10-D
        Disclosure shall be required to provide to the Trustee and the Depositor,
        to the
        extent known, clearly identifying which item of Form 10-D the information
        relates to, any Additional Form 10-D Disclosure, if applicable. The Trustee
        shall compile the information provided to it, prepare the Form 10-D and forward
        the Form 10-D to the Depositor for verification. The Depositor will approve,
        as
        to form and substance, or disapprove, as the case may be, the Form 10-D.
        No
        later than three Business Days prior to the 10th
        calendar
        day after the related Distribution Date, an officer of the Depositor shall
        sign
        the Form 10-D and return an electronic or fax copy of such signed Form 10-D
        (with an original executed hard copy to follow by overnight mail) to the
        Trustee. The
        Indenture Trustee shall have no liability with respect to any failure to
        properly file any Form 10-D resulting from or relating to the Depositor’s
        failure to timely comply with the provisions of this section.

       

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

       

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

       

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

       

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

       

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

       

      Prior
        to
        (x) March 1, 2007 and (y) unless and until a Form 15 Suspension Notice shall
        have been filed, prior to March 1 of each year thereafter, each entity that
        is
        indicated in Exhibit T as the responsible party for providing Additional
        Form
        10-K Disclosure shall be required to provide to the Trustee and the Depositor,
        to the extent known, the form and substance of any Additional Form 10-K
        Disclosure Information, if applicable. The Trustee shall compile the information
        provided to it, prepare the Form 10-K and forward the Form 10-K to the Depositor
        for verification. The Depositor will approve, as to form and substance, or
        disapprove, as the case may be, the Form 10-K by no later than March 25 of
        the
        relevant year (or the immediately preceding Business Day if March 25 is not
        a
        Business Day), an officer of the Depositor shall sign the Form 10-K and return
        an electronic or fax copy of such signed Form 10-K (with an original executed
        hard copy to follow by overnight mail) to the Trustee.

       

      The
        Servicer shall be responsible for determining the pool concentration applicable
        to any Sub-Servicer to which the Servicer delegated any of its responsibilities
        with respect to the Mortgage Loans at any time, for purposes of disclosure
        as
        required by Items 1117 and 1119 of Regulation AB. The Trustee will provide
        electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of
        charge
        to any Certificateholder upon request. Any expenses incurred by the Trustee
        in
        connection with the previous sentence shall be reimbursable to the Trustee
        out
        of the Trust Fund. The Indenture Trustee shall have no liability with respect
        to
        any failure to properly file any Form 10-K resulting from or relating to
        the
        Depositor’s failure to timely comply with the provisions of this
        section.

       

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

       

      (c)  (A)
        The
        Trustee shall indemnify and hold harmless the Depositor, the Servicer and
        their
        respective officers, directors and Affiliates from and against any losses,
        damages, penalties, fines, forfeitures, reasonable and necessary legal fees
        and
        related costs, judgments and other costs and expenses arising out of or based
        upon (i) a breach of the Trustee’s obligations under this Section 4.07 caused by
        the Trustee’s negligence, bad faith or willful misconduct in connection
        therewith or (ii) any material misstatement or omission in the Assessment
        of
        Compliance delivered by the Trustee pursuant to Section 3.21, and (B) the
        Servicer shall indemnify and hold harmless the Depositor, the Trustee and
        their
        respective officers, directors and Affiliates from and against any actual
        losses, damages, penalties, fines, forfeitures, reasonable and necessary
        legal
        fees and related costs, judgments and other costs and expenses arising out
        of or
        based upon (i) the failure of the Servicer to timely deliver the Servicer
        Certification or (ii) any material misstatement or omission in the Statement
        as
        to Compliance delivered by the Servicer pursuant to Section 3.20, the Assessment
        of Compliance delivered by the Servicer pursuant to Section 3.21 or the Servicer
        Certification. If the indemnification provided for herein is unavailable
        or
        insufficient to hold harmless the Depositor, then (i) the Trustee agrees
        that it
        shall contribute to the amount paid or payable by the Depositor as a result
        of
        the losses, claims, damages or liabilities of the Depositor in such proportion
        as is appropriate to reflect the relative fault of the Depositor on the one
        hand
        and the Trustee on the other in connection with a breach of the Trustee’s
        obligations under this Section 4.07 caused by the Trustee’s negligence, bad
        faith or willful misconduct in connection therewith and (ii) the Servicer
        agrees
        that it shall contribute to the amount paid or payable by the Depositor and
        the
        Trustee as a result of the losses, claims, damages or liabilities of the
        Depositor and the Trustee in such proportion as is appropriate to reflect
        the
        relative fault of the Depositor and the Trustee on the one hand and the Servicer
        on the other in connection with the Servicer Certification and the related
        obligations of the Servicer under this Section 4.07.

       

      Upon
        any
        filing with the Securities and Exchange Commission, the Trustee shall promptly
        deliver to the Depositor a copy of any such executed report, statement or
        information.

       

      	SECTION
              4.08  	
              Net
                WAC Rate Carryover Reserve Account.

            


       

      No
        later
        than the Closing Date, the Trustee shall establish and maintain with itself
        a
        separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
        Account, Deutsche Bank National Trust Company, as Trustee, in trust for
        registered Holders of Soundview Home Loan Trust 2006-OPT3 Asset-Backed
        Certificates, Series 2006-OPT3” All amounts deposited in the Net WAC Rate
        Carryover Reserve Account shall be distributed to the Holders of the Class
        A and
        Mezzanine Certificates in the manner set forth in Section 4.01(d).

       

      On
        each
        Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
        to the Class A or Mezzanine Certificates, the Trustee has been directed by
        the
        Class C Certificateholders to, and therefore will, deposit into the Net WAC
        Rate
        Carryover Reserve Account the amounts described in Section 4.01(d)(iv), rather
        than distributing such amounts to the Class C Certificateholders. On each
        such
        Distribution Date, the Trustee shall hold all such amounts for the benefit
        of
        the Holders of the Class A and Mezzanine Certificates, and will distribute
        such
        amounts to the Holders of the Class A and Mezzanine Certificates in the amounts
        and priorities set forth in Section 4.01(d).

       

      It
        is the
        intention of the parties hereto that, for federal and state income and state
        and
        local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
        be
        disregarded as an entity separate from the Holder of the Class C Certificates
        unless and until the date when either (a) there is more than one Class C
        Certificateholder or (b) any Class of Certificates in addition to the Class
        C
        Certificates is recharacterized as an equity interest in the Net WAC Rate
        Carryover Reserve Account for federal income tax purposes, in which case
        it is
        the intention of the parties hereto that, for federal and state income and
        state
        and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
        be
        treated as a partnership. All amounts deposited into the Net WAC Rate Carryover
        Reserve Account shall be treated as amounts distributed by REMIC 3 to the
        Holder
        of the Class C Interest and by REMIC 4 to the Holder of the Class C
        Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside
        reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h).
        Upon the termination of the Trust, or the payment in full of the Class A
        and
        Mezzanine Certificates, all amounts remaining on deposit in the Net WAC Rate
        Carryover Reserve Account will be released by the Trust and distributed to
        the
        Holders of the Class C Certificates or their designees. The Net WAC Rate
        Carryover Reserve Account will be part of the Trust but not part of any REMIC
        and any payments to the Holders of the Class A and Mezzanine Certificates
        of Net
        WAC Rate Carryover Amounts will not be payments with respect to a “regular
        interest” in a REMIC within the meaning of Code Section
        860(G)(a)(1).

       

      By
        accepting a Class C Certificate, each Class C Certificateholder hereby agrees
        to
        direct the Trustee, and the Trustee hereby is directed, to deposit into the
        Net
        WAC Rate Carryover Reserve Account the amounts described above on each
        Distribution Date as to which there is any Net WAC Rate Carryover Amount
        rather
        than distributing such amounts to the Class C Certificateholders. By accepting
        a
        Class C Certificate, each Class C Certificateholder further agrees that such
        direction is given for good and valuable consideration, the receipt and
        sufficiency of which is acknowledged by such acceptance.

       

      Amounts
        on deposit in the Net WAC Rate Carryover Reserve Account shall remain
        uninvested.

       

      For
        federal tax return and information reporting, the right of the Holders of
        the
        Class A Certificates and the Class M Certificates to receive payments from
        the
        Net WAC Rate Carryover Reserve Account in respect of any Net WAC Rate Carryover
        Amount may have more than a de
        minimis
        value.

       

      	SECTION
              4.09  	
              Distributions
                on the REMIC Regular Interests.

            


       

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

       

      (i)  to
        Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
        I-1-A
        through I-42-B, on a pro
        rata
        basis,
        in an amount equal to (A) Uncertificated Accrued Interest for such REMIC
        1
        Regular Interests for such Distribution Date, plus (B) any amounts payable
        in
        respect thereof remaining unpaid from previous Distribution Dates;

       

      (ii)  to
        the
        extent of amounts remaining after the distributions made pursuant to clause
        (A)
        above, payments of principal shall be allocated as follows: first, to REMIC
        1
        Regular Interest I and then to REMIC Regular Interests I-1-A through I-42-B
        starting with the lowest numerical denomination until the Uncertificated
        Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
        provided that, for REMIC 1 Regular Interests with the same numerical
        denomination, such payments of principal shall be allocated pro rata between
        such REMIC 1 Regular Interests; and

       

      (iii)  to
        the
        Holders of REMIC 1 Regular Interest I-42-B, (A) on each Distribution Date,
        100%
        of the amount paid in respect of Prepayment Charges and (B) on the Distribution
        Date immediately following the expiration of the latest Prepayment Charge
        as
        identified on the Prepayment Charge Schedule or any Distribution Date thereafter
        until $100 has been distributed pursuant to this clause.

       

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

       

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

       

      (ii)  second,
        to the extent of Available Funds, to Holders of REMIC 2 Regular Interest
        LTAA,
        REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2
        Regular
        Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
        LTIIA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC
        2
        Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
        LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC
        2
        Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest
        LTM10, REMIC 2 Regular Interest LTM11, REMIC 2 Regular Interest LTZZ and
        REMIC 2
        Regular Interest LTP, on a pro
        rata
        basis,
        in an amount equal to (A) the Uncertificated Accrued Interest for such
        Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
        from
        previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest
        in respect of REMIC 2 Regular Interest LTZZ shall be reduced and deferred
        when
        the REMIC 2 Overcollateralization Amount is less than the REMIC 2
        Overcollateralization Target Amount, by the lesser of (x) the amount of such
        difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount
        and such amount will be payable to the Holders of REMIC 2 Regular Interest
        LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2,
        REMIC 2
        Regular Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular
        Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3,
        REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
        Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
        REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2
        Regular Interest LTM11, in the same proportion as the Overcollateralization
        Deficiency Amount is allocated to the Corresponding Certificates and the
        Uncertificated Principal Balance of the REMIC 2 Regular Interest LTZZ shall
        be
        increased by such amount; and

       

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

       

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

       

      (b) 2.00%
        of
        such remainder first, to the Holders of REMIC 2 Regular Interest LTIA1, REMIC
        2
        Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
        Interest LTIIA3, REMIC 2 Regular Interest LTIIA4, REMIC 2 Regular Interest
        LTM1,
        REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
        Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
        REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
        Interest LTM9, REMIC 2 Regular Interest LTM10 and REMIC 2 Regular Interest
        LTM11
        of and in the same proportion as principal payments are allocated to the
        Corresponding Certificates, until the Uncertificated Principal Balances of
        such
        REMIC 2 Regular Interests are reduced to zero, and second, to the Holders
        of
        REMIC 2 Regular Interest LTZZ, until the Uncertificated Principal Balance
        of
        such REMIC 2 Regular Interest is reduced to zero; and

       

      (c) any
        remaining amount to the Holders of the Class R Certificates (in respect of
        the
        Class R-1 Interest);

       

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

       

      	SECTION
              4.10  	
              Allocation
                of Realized Losses.

            


       

      (a)  All
        Realized Losses on the Mortgage Loans allocated to any Regular Certificate
        shall
        be allocated by the Trustee on each Distribution Date as follows: first,
        to Net
        Monthly Excess Cashflow; second, to Net Swap Payments received under the
        Interest Rate Swap Agreement; third, to the Class C Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; fourth, to
        the
        Class M-11 Certificates, until the Certificate Principal Balance thereof
        has
        been reduced to zero; fifth, to the Class M-10 Certificates, until the
        Certificate Principal Balance thereof has been reduced to zero; sixth, to
        the
        Class M-9 Certificates, until the Certificate Principal Balance thereof has
        been
        reduced to zero; seventh, to the Class M-8 Certificates, until the Certificate
        Principal Balance thereof has been reduced to zero; eighth, to the Class
        M-7
        Certificates, until the Certificate Principal Balance thereof has been reduced
        to zero; ninth, to the Class M-6 Certificates, until the Certificate Principal
        Balance thereof has been reduced to zero; tenth, to the Class M-5 Certificates,
        until the Certificate Principal Balance thereof has been reduced to zero;
        eleventh, to the Class M-4 Certificates, until the Certificate Principal
        Balance
        thereof has been reduced to zero; twelfth, to the Class M-3 Certificates,
        until
        the Certificate Principal Balance thereof has been reduced to zero; thirteenth,
        to the Class M-2 Certificates, until the Certificate Principal Balance thereof
        has been reduced to zero and fourteenth, to the Class M-1 Certificates, until
        the Certificate Principal Balance thereof has been reduced to zero. All Realized
        Losses to be allocated to the Certificate Principal Balances of all Classes
        on
        any Distribution Date shall be so allocated after the actual distributions
        to be
        made on such date as provided above. All references above to the Certificate
        Principal Balance of any Class of Certificates shall be to the Certificate
        Principal Balance of such Class immediately prior to the relevant Distribution
        Date, before reduction thereof by any Realized Losses, in each case to be
        allocated to such Class of Certificates, on such Distribution Date.

       

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

       

      (b)  With
        respect to the REMIC 1 Regular Interests, all Realized Losses on the Mortgage
        Loans shall be allocated shall be allocated by the Securities Administrator
        on
        each Distribution Date, first to REMIC 1 Regular Interest I until the
        Uncertificated Principal Balance has been reduced to zero, and second, to
        REMIC
        1 Regular Interest I-1-A through REMIC 1 Regular Interest I-42-B, starting
        with
        the lowest numerical denomination until such REMIC 1 Regular Interest has
        been
        reduced to zero, provided that, for REMIC 1 Regular Interests with the same
        numerical denomination, such Realized Losses shall be allocated pro rata
        between
        such REMIC 1 Regular Interests.

       

      (c)  With
        respect to the REMIC 2 Regular Interests, all Realized Losses on the Mortgage
        Loans shall be deemed to have been allocated in the specified percentages,
        as
        follows: first, to Uncertificated Accrued Interest payable to the REMIC 2
        Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to an aggregate
        amount equal to the REMIC 2 Interest Loss Allocation Amount, 98% and 2%,
        respectively; second, to the Uncertificated Principal Balances of REMIC 2
        Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to an aggregate
        amount equal to the REMIC 2 Principal Loss Allocation Amount, 98% and 2%,
        respectively; third, to the Uncertificated Principal Balances of REMIC 2
        Regular
        Interest LTAA, REMIC 2 Regular Interest LTM11 and REMIC 2 Regular Interest
        LTZZ,
        98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
        of
        REMIC 2 Regular Interest LTM11 has been reduced to zero; fourth, to the
        Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
        2
        Regular Interest LTM10 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
        Interest LTM10 has been reduced to zero; fifth, to the Uncertificated Principal
        Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM9
        and
        REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
        Uncertificated Principal Balance of REMIC 2 Regular Interest LTM9 has been
        reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC
        2
        Regular Interest LTAA, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular
        Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
        Balance of REMIC 2 Regular Interest LTM8 has been reduced to zero; seventh,
        to
        the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
        2
        Regular Interest LTM7 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
        Interest LTM7 has been reduced to zero; eighth, to the Uncertificated Principal
        Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM6
        and
        REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
        Uncertificated Principal Balance of REMIC 2 Regular Interest LTM6 has been
        reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC
        2
        Regular Interest LTAA, REMIC 2 Regular Interest LTM5 and REMIC 2 Regular
        Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
        Balance of REMIC 2 Regular Interest LTM5 has been reduced to zero; tenth,
        to the
        Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
        2
        Regular Interest LTM4 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
        Interest LTM4 has been reduced to zero; eleventh, to the Uncertificated
        Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
        LTM3 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
        the
        Uncertificated Principal Balance of REMIC 2 Regular Interest LTM3 has been
        reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC
        2
        Regular Interest LTAA, REMIC 2 Regular Interest LTM2 and REMIC 2 Regular
        Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
        Balance of REMIC 2 Regular Interest LTM2 has been reduced to zero; thirteenth,
        to the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA,
        REMIC
        2 Regular Interest LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
        respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
        Interest LTM1 has been reduced to zero.

       

       

      ARTICLE
        V


      THE
        CERTIFICATES

       

      	SECTION
              5.01  	
              The
                Certificates.

            


       

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

       

      The
        Certificates shall be executed on behalf of the Trust by manual or facsimile
        signature on behalf of the Trustee by a Responsible Officer. Certificates
        bearing the manual or facsimile signatures of individuals who were, at the
        time
        when such signatures were affixed, authorized to sign on behalf of the Trustee
        shall bind the Trust, notwithstanding that such individuals or any of them
        have
        ceased to be so authorized prior to the authentication and delivery of such
        Certificates or did not hold such offices at the date of such Certificate.
        No
        Certificate shall be entitled to any benefit under this Agreement or be valid
        for any purpose, unless such Certificate shall have been manually authenticated
        by the Trustee substantially in the form provided for herein, and such
        authentication upon any Certificate shall be conclusive evidence, and the
        only
        evidence, that such Certificate has been duly authenticated and delivered
        hereunder. All Certificates shall be dated the date of their authentication.
        Subject to Section 5.02(c), the Class A and Mezzanine Certificates shall
        be
        Book-Entry Certificates. The other Classes of Certificates shall not be
        Book-Entry Certificates.

       

      	SECTION
              5.02  	
              Registration
                of Transfer and Exchange of Certificates.

            


       

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

       

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

       

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

       

      (b)  Except
        as
        provided in paragraph (c) below, the Book-Entry Certificates shall at all
        times
        remain registered in the name of the Depository or its nominee and at all
        times:
        (i) registration of such Certificates may not be transferred by the Trustee
        except to another Depository; (ii) the Depository shall maintain book-entry
        records with respect to the Certificate Owners and with respect to ownership
        and
        transfers of such Certificates; (iii) ownership and transfers of registration
        of
        such Certificates on the books of the Depository shall be governed by applicable
        rules established by the Depository; (iv) the Depository may collect its
        usual
        and customary fees, charges and expenses from its Depository Participants;
        (v)
        the Trustee shall for all purposes deal with the Depository as representative
        of
        the Certificate Owners of the Certificates for purposes of exercising the
        rights
        of Holders under this Agreement, and requests and directions for and votes
        of
        such representative shall not be deemed to be inconsistent if they are made
        with
        respect to different Certificate Owners; (vi) the Trustee may rely and shall
        be
        fully protected in relying upon information furnished by the Depository with
        respect to its Depository Participants and furnished by the Depository
        Participants with respect to indirect participating firms and Persons shown
        on
        the books of such indirect participating firms as direct or indirect Certificate
        Owners; and (vii) the direct participants of the Depository shall have no
        rights
        under this Agreement under or with respect to any of the Certificates held
        on
        their behalf by the Depository, and the Depository may be treated by the
        Trustee
        and its agents, employees, officers and directors as the absolute owner of
        the
        Certificates for all purposes whatsoever.

       

      All
        transfers by Certificate Owners of Book-Entry Certificates shall be made
        in
        accordance with the procedures established by the Depository Participant
        or
        brokerage firm representing such Certificate Owners. Each Depository Participant
        shall only transfer Book-Entry Certificates of Certificate Owners that it
        represents or of brokerage firms for which it acts as agent in accordance
        with
        the Depository’s normal procedures. The parties hereto are hereby authorized to
        execute a Letter of Representations with the Depository or take such other
        action as may be necessary or desirable to register a Book-Entry Certificate
        to
        the Depository. In the event of any conflict between the terms of any such
        Letter of Representation and this Agreement, the terms of this Agreement
        shall
        control.

       

      (c)  If
        (i)(x)
        the Depository or the Depositor advises the Trustee in writing that the
        Depository is no longer willing or able to discharge properly its
        responsibilities as Depository and (y) the Trustee or the Depositor is unable
        to
        locate a qualified successor or (ii) after the occurrence of a Servicer Event
        of
        Termination, the Certificate Owners of the Book-Entry Certificates representing
        Percentage Interests of such Classes aggregating not less than 51% advise
        the
        Trustee and Depository through the Financial Intermediaries and the Depository
        Participants in writing that the continuation of a book-entry system through
        the
        Depository to the exclusion of definitive, fully registered certificates
        (the
“Definitive Certificates”) to Certificate Owners is no longer in the best
        interests of the Certificate Owners. Upon surrender to the Certificate Registrar
        of the Book-Entry Certificates by the Depository, accompanied by registration
        instructions from the Depository for registration, the Trustee shall, in
        the
        case of (i) and (ii) above, execute on behalf of the Trust and authenticate
        the
        Definitive Certificates. Neither the Depositor nor the Trustee shall be liable
        for any delay in delivery of such instructions and may conclusively rely
        on, and
        shall be protected in relying on, such instructions. Upon the issuance of
        Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,
        any Paying Agent and the Depositor shall recognize the Holders of the Definitive
        Certificates as Certificateholders hereunder.

       

      (d)  No
        transfer, sale, pledge or other disposition of any Class M-10 Certificate,
        Class
        M-11 Certificate, Class C Certificate, Class P Certificate or Residual
        Certificate (the “Private Certificates”) shall be made unless such disposition
        is exempt from the registration requirements of the Securities Act of 1933,
        as
        amended (the “1933 Act”), and any applicable state securities laws or is made in
        accordance with the 1933 Act and laws. In the event of any such transfer
        (other
        than in connection with (i) the initial transfer of any such Certificate
        by the
        Depositor to an Affiliate of the Depositor or, in the case of the Class R-X
        Certificates, the first transfer by an Affiliate of the Depositor, (ii) the
        transfer of any such Class C, Class P or Residual Certificate to the issuer
        under the Indenture or the indenture trustee under the Indenture or (iii)
        a
        transfer of any such Class C, Class P or Residual Certificate from the issuer
        under the Indenture or the indenture trustee under the Indenture to the
        Depositor or an Affiliate of the Depositor), (i) unless such transfer is
        made in
        reliance upon Rule 144A (as evidenced by the investment letter delivered
        to the
        Trustee, in substantially the form attached hereto as Exhibit J) under the
        1933
        Act, the Trustee and the Depositor shall require a written Opinion of Counsel
        (which may be in-house counsel) acceptable to and in form and substance
        reasonably satisfactory to the Trustee and the Depositor that such transfer
        may
        be made pursuant to an exemption, describing the applicable exemption and
        the
        basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act,
        which Opinion of Counsel shall not be an expense of the Trustee or the Depositor
        or (ii) the Trustee shall require the transferor to execute a transferor
        certificate (in substantially the form attached hereto as Exhibit L) and
        the
        transferee to execute an investment letter (in substantially the form attached
        hereto as Exhibit J) acceptable to and in form and substance reasonably
        satisfactory to the Depositor and the Trustee certifying to the Depositor
        and
        the Trustee the facts surrounding such transfer, which investment letter
        shall
        not be an expense of the Trustee or the Depositor. The Holder of a Private
        Certificate desiring to effect such transfer shall, and does hereby agree
        to,
        indemnify the Trustee and the Depositor against any liability that may result
        if
        the transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

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

       

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

       

      No
        transfer of a Private Certificate (other than a Class M-9, Class M-10 or
        Class
        M-11 Certificate) or any interest therein shall be made to any Plan, any
        Person
        acting, directly or indirectly, on behalf of any such Plan or any Person
        acquiring such Certificates with “Plan Assets” of a Plan within the meaning of
        the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan
        Assets”), as certified by such transferee in the form of Exhibit M, unless the
        Trustee is provided with an Opinion of Counsel for the benefit of the Depositor,
        the Trustee and the Servicer and on which they may rely which establishes
        to the
        satisfaction of the Trustee that the purchase of such Certificates is
        permissible under applicable law, will not constitute or result in any
        prohibited transaction under ERISA or Section 4975 of the Code and will not
        subject the Depositor, the Servicer, the Trustee or the Trust Fund to any
        obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in this Agreement,
        which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
        the Trustee or the Trust Fund. Neither a certification nor an Opinion of
        Counsel
        will be required in connection with (i) the initial transfer of any such
        Certificate by the Depositor to an Affiliate of the Depositor, (ii) the transfer
        of any such Class C, Class P or Residual Certificate to the issuer under
        the
        Indenture or the indenture trustee under the Indenture or (iii) a transfer
        of
        any such Class C, Class P or Residual Certificate from the issuer under the
        Indenture or the indenture trustee under the Indenture to the Depositor or
        an
        Affiliate of the Depositor (in which case, the Depositor or any Affiliate
        thereof shall have deemed to have represented that such Affiliate is not
        a Plan
        or a Person investing Plan Assets) and the Trustee shall be entitled to
        conclusively rely upon a representation (which, upon the request of the Trustee,
        shall be a written representation) from the Transferor of the status of such
        transferee as an affiliate of the Depositor.

       

      Prior
        to
        the termination of the Supplemental Interest Trust, no Transfer of a Class
        A or
        Mezzanine Certificate shall be made unless either (i) the Trust Administrator
        shall have received a representation from the transferee (in the form of
        Exhibit
        M) of such Certificate acceptable to and in form and substance satisfactory
        to
        the Trustee, to the effect that such transferee is not a Plan, or a Person
        acting on behalf of a Plan or using the assets a Plan, or (ii) the transferee
        is
        deemed to represent that the proposed transfer or holding of such Certificate
        is
        eligible for exemptive relief under an individual or class prohibited
        transaction exemption, including, but not limited to, for the Offered
        Certificates, Prohibited Transaction Exemption (“PTCE”) 84-14, PTCE 91-38, PTCE
        90-1, PTCE 95-60 or PTE 96-23 and for Class M-9, Class M-10 Certificates
        and
        Class M-11 Certificates, PTCE 95-60.

       

      Subsequent
        to the termination of the Supplemental Interest Trust, each Transferee of
        a
        Mezzanine Certificate will be deemed to have represented by virtue of its
        purchase or holding of such Certificate (or interest therein) that either
        (a)
        such Transferee is not a Plan or purchasing such Certificate with Plan Assets,
        (b) in the case of a Certificate other than a Class M-9, Class M-10 or Class
        M-11 Certificate it has acquired and is holding such Certificate in reliance
        on
        Prohibited Transaction Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6,
        1990), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58,
        65 Fed. Reg. 67765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487
        (August 22, 2002) (the “Exemption”), and that it understands that there are
        certain conditions to the availability of the Exemption including that such
        Certificate must be rated, at the time of purchase, not lower than “BBB-” (or
        its equivalent) by a Rating Agency or (c) the following conditions are
        satisfied: (i) such Transferee is an insurance company, (ii) the source of
        funds
        used to purchase or hold such Certificate (or interest therein) is an “insurance
        company general account” as defined in PTCE 95-60, and (iii) the conditions set
        forth in Sections I and III of PTCE 95-60 have been satisfied.

       

      If
        any
        Mezzanine Certificate or Private Certificate or any interest therein is acquired
        or held in violation of the provisions of the two preceding paragraphs, the
        next
        preceding permitted beneficial owner will be treated as the beneficial owner
        of
        that Certificate retroactive to the date of transfer to the purported beneficial
        owner. Any purported beneficial owner whose acquisition or holding of any
        such
        Certificate or interest therein was effected in violation of the provisions
        of
        the two preceding paragraphs shall indemnify and hold harmless the Depositor,
        the Servicer, the NIMS Insurer, the Trustee and the Trust from and against
        any
        and all liabilities, claims, costs or expenses incurred by those parties
        as a
        result of that acquisition or holding.

       

      Each
        Person who has or who acquires any Ownership Interest in a Residual Certificate
        shall be deemed by the acceptance or acquisition of such Ownership Interest
        to
        have agreed to be bound by the following provisions and to have irrevocably
        appointed the Depositor or its designee as its attorney-in-fact to negotiate
        the
        terms of any mandatory sale under clause (v) below and to execute all
        instruments of transfer and to do all other things necessary in connection
        with
        any such sale, and the rights of each Person acquiring any Ownership Interest
        in
        a Residual Certificate are expressly subject to the following
        provisions:

       

      (i)  Each
        Person holding or acquiring any Ownership Interest in a Residual Certificate
        shall be a Permitted Transferee and shall promptly notify the Trustee of
        any
        change or impending change in its status as a Permitted Transferee.

       

      (ii)  No
        Person
        shall acquire an Ownership Interest in a Residual Certificate unless such
        Ownership Interest is a pro
        rata
        undivided interest.

       

      (iii)  In
        connection with any proposed transfer of any Ownership Interest in a Residual
        Certificate, the Trustee shall as a condition to registration of the transfer,
        require delivery to it, in form and substance satisfactory to it, of each
        of the
        following:

       

      (A)  an
        affidavit in the form of Exhibit K hereto from the proposed transferee to
        the
        effect that such transferee is a Permitted Transferee and that it is not
        acquiring its Ownership Interest in the Residual Certificate that is the
        subject
        of the proposed transfer as a nominee, trustee or agent for any Person who
        is
        not a Permitted Transferee; and

       

      (B)  a
        covenant of the proposed transferee to the effect that the proposed transferee
        agrees to be bound by and to abide by the transfer restrictions applicable
        to
        the Residual Certificates.

       

      (iv)  Any
        attempted or purported transfer of any Ownership Interest in a Residual
        Certificate in violation of the provisions of this Section shall be absolutely
        null and void and shall vest no rights in the purported transferee. If any
        purported transferee shall, in violation of the provisions of this Section,
        become a Holder of a Residual Certificate, then the prior Holder of such
        Residual Certificate that is a Permitted Transferee shall, upon discovery
        that
        the registration of transfer of such Residual Certificate was not in fact
        permitted by this Section, be restored to all rights as Holder thereof
        retroactive to the date of registration of transfer of such Residual
        Certificate. The Trustee shall be under no liability to any Person for any
        registration of transfer of a Residual Certificate that is in fact not permitted
        by this Section or for making any distributions due on such Residual Certificate
        to the Holder thereof or taking any other action with respect to such Holder
        under the provisions of this Agreement so long as the Trustee received the
        documents specified in clause (iii). The Trustee shall be entitled to recover
        from any Holder of a Residual Certificate that was in fact not a Permitted
        Transferee at the time such distributions were made all distributions made
        on
        such Residual Certificate. Any such distributions so recovered by the Trustee
        shall be distributed and delivered by the Trustee to the prior Holder of
        such
        Residual Certificate that is a Permitted Transferee.

       

      (v)  If
        any
        Person other than a Permitted Transferee acquires any Ownership Interest
        in a
        Residual Certificate in violation of the restrictions in this Section, then
        the
        Trustee shall have the right but not the obligation, without notice to the
        Holder of such Residual Certificate or any other Person having an Ownership
        Interest therein, to notify the Depositor to arrange for the sale of such
        Residual Certificate. The proceeds of such sale, net of commissions (which
        may
        include commissions payable to the Depositor or its affiliates in connection
        with such sale), expenses and taxes due, if any, will be remitted by the
        Trustee
        to the previous Holder of such Residual Certificate that is a Permitted
        Transferee, except that in the event that the Trustee determines that the
        Holder
        of such Residual Certificate may be liable for any amount due under this
        Section
        or any other provisions of this Agreement, the Trustee may withhold a
        corresponding amount from such remittance as security for such claim. The
        terms
        and conditions of any sale under this clause (v) shall be determined in the
        sole
        discretion of the Trustee and it shall not be liable to any Person having
        an
        Ownership Interest in a Residual Certificate as a result of its exercise
        of such
        discretion.

       

      (vi)  If
        any
        Person other than a Permitted Transferee acquires any Ownership Interest
        in a
        Residual Certificate in violation of the restrictions in this Section, then
        the
        Trustee upon receipt of reasonable compensation will provide to the Internal
        Revenue Service, and to the persons specified in Sections 860E(e)(3) and
        (6) of
        the Code, information needed to compute the tax imposed under Section 860E(e)(5)
        of the Code on transfers of residual interests to disqualified
        organizations.

       

      The
        foregoing provisions of this Section shall cease to apply to transfers occurring
        on or after the date on which there shall have been delivered to the Trustee
        and
        the NIMS Insurer, in form and substance satisfactory to the Trustee and the
        NIMS
        Insurer, (i) written notification from each Rating Agency that the removal
        of
        the restrictions on transfer set forth in this Section will not cause such
        Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion
        of
        Counsel to the effect that such removal will not cause any REMIC created
        hereunder to fail to qualify as a REMIC.

       

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

       

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

       

      	SECTION
              5.03  	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            


       

      If
        (i)
        any mutilated Certificate is surrendered to the Certificate Registrar or
        the
        Certificate Registrar receives evidence to its satisfaction of the destruction,
        loss or theft of any Certificate and (ii) there is delivered to the Trustee,
        the
        Depositor, the NIMS Insurer and the Certificate Registrar such security or
        indemnity as may be required by them to save each of them harmless, then,
        in the
        absence of notice to the Trustee or the Certificate Registrar that such
        Certificate has been acquired by a bona fide purchaser, the Trustee shall
        execute on behalf of the Trust, authenticate and deliver, in exchange for
        or in
        lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
        Certificate of like tenor and Percentage Interest. Upon the issuance of any
        new
        Certificate under this Section, the Trustee or the Certificate Registrar
        may
        require the payment of a sum sufficient to cover any tax or other governmental
        charge that may be imposed in relation thereto and any other expenses (including
        the fees and expenses of the Trustee and the Certificate Registrar) in
        connection therewith. Any duplicate Certificate issued pursuant to this Section,
        shall constitute complete and indefeasible evidence of ownership in the Trust,
        as if originally issued, whether or not the lost, stolen or destroyed
        Certificate shall be found at any time.

       

      	SECTION
              5.04  	
              Persons
                Deemed Owners.

            


       

      The
        Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate
        Registrar, any Paying Agent and any agent of the Servicer, the Depositor,
        the
        Trustee, the NIMS Insurer, the Certificate Registrar or any Paying Agent
        may
        treat the Person, including a Depository, in whose name any Certificate is
        registered as the owner of such Certificate for the purpose of receiving
        distributions pursuant to Section 4.01 and for all other purposes whatsoever,
        and none of the Servicer, the Trust, the Trustee nor any agent of any of
        them
        shall be affected by notice to the contrary.

       

      	SECTION
              5.05  	
              Appointment
                of Paying Agent.

            


       

      (a)  The
        Paying Agent shall make distributions to Certificateholders from the
        Distribution Account pursuant to Section 4.01 and shall report the amounts
        of
        such distributions to the Trustee. The duties of the Paying Agent may include
        the obligation (i) to withdraw funds from the Collection Account pursuant
        to
        Section 3.11(a) and for the purpose of making the distributions referred
        to
        above and (ii) to distribute statements and provide information to
        Certificateholders as required hereunder. The Paying Agent hereunder shall
        at
        all times be an entity duly organized and validly existing under the laws
        of the
        United States of America or any state thereof, authorized under such laws
        to
        exercise corporate trust powers and subject to supervision or examination
        by
        federal or state authorities. The Paying Agent shall initially be the Trustee.
        The Trustee may appoint a successor to act as Paying Agent, which appointment
        shall be reasonably satisfactory to the Depositor and the NIMS
        Insurer.

       

      (b)  The
        Trustee shall cause the Paying Agent (if other than the Trustee) to execute
        and
        deliver to the Trustee an instrument in which such Paying Agent shall agree
        with
        the Trustee that such Paying Agent shall hold all sums, if any, held by it
        for
        payment to the Certificateholders in trust for the benefit of the
        Certificateholders entitled thereto until such sums shall be paid to such
        Certificateholders and shall agree that it shall comply with all requirements
        of
        the Code regarding the withholding of payments in respect of Federal income
        taxes due from Certificate Owners and otherwise comply with the provisions
        of
        this Agreement applicable to it.

       

      ARTICLE
        VI


      THE
        SERVICER, THE DEPOSITOR
        AND THE
        CREDIT RISK MANAGER

       

      	SECTION
              6.01  	
              Liability
                of the Servicer and the Depositor.

            


       

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

       

      	SECTION
              6.02  	
              Merger
                or Consolidation of, or Assumption of the Obligations of, the Servicer
                or
                the Depositor.

            


       

      Any
        entity into which the Servicer or Depositor may be merged or consolidated,
        or
        any entity resulting from any merger, conversion or consolidation to which
        the
        Servicer or the Depositor shall be a party, or any corporation succeeding
        to the
        business of the Servicer or the Depositor, shall be the successor of the
        Servicer or the Depositor, as the case may be, hereunder, without the execution
        or filing of any paper or any further act on the part of any of the parties
        hereto, anything herein to the contrary notwithstanding; provided, however,
        that
        the successor Servicer shall satisfy all the requirements of Section 7.02
        with
        respect to the qualifications of a successor Servicer.

       

      	SECTION
              6.03  	
              Limitation
                on Liability of the Servicer and Others.

            


       

      Neither
        the Servicer nor the Depositor nor any of the directors or officers or employees
        or agents of the Servicer or the Depositor shall be under any liability to
        the
        Trust or the Certificateholders for any action taken or for refraining from
        the
        taking of any action by the Servicer or the Depositor in good faith pursuant
        to
        this Agreement, or for errors in judgment; provided, however, that this
        provision shall not protect the Servicer, the Depositor or any such Person
        against any liability which would otherwise be imposed by reason of its willful
        misfeasance, bad faith or negligence in the performance of duties of the
        Servicer or the Depositor, as the case may be, or by reason of its reckless
        disregard of its obligations and duties of the Servicer or the Depositor,
        as the
        case may be, hereunder. The Servicer and any director or officer or employee
        or
        agent of the Servicer may rely in good faith on any document of any kind
        prima
        facie properly executed and submitted by any Person respecting any matters
        arising hereunder. The Servicer and the Depositor, and any director or officer
        or employee or agent of the Servicer or the Depositor, shall be indemnified
        by
        the Trust and held harmless against any loss, liability or expense incurred
        in
        connection with (i) any legal action relating to this Agreement or the
        Certificates, other than any loss, liability or expense incurred by reason
        of
        its willful misfeasance, bad faith or negligence or by reason of its reckless
        disregard of its obligations and duties hereunder or by reason of its failure
        to
        perform its obligations or duties hereunder and (ii) any breach of a
        representation or warranty regarding the Mortgage Loans. The Servicer or
        the
        Depositor may initiate any such action which it may deem necessary or desirable
        in respect of this Agreement, and the rights and duties of the parties hereto
        and the interests of the Certificateholders hereunder. In such event, unless
        the
        Depositor or the Servicer acts without the consent of the Holders of
        Certificates entitled to at least 51% of the Voting Rights, the reasonable
        legal
        expenses and costs of such action and any liability resulting therefrom shall
        be
        expenses, costs and liabilities of the Trust and the Servicer shall be entitled
        to be reimbursed therefor from the Collection Account as and to the extent
        provided in Section 3.11, any such right of reimbursement being prior to
        the
        rights of the Certificateholders to receive any amount in the Collection
        Account. The Servicer’s right to indemnity or reimbursement pursuant to this
        Section shall survive any resignation or termination of the Servicer pursuant
        to
        Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities
        arising prior to such resignation or termination (or arising from events
        that
        occurred prior to such resignation or termination). This paragraph shall
        apply
        to the Servicer solely in its capacity as Servicer hereunder and in no other
        capacities. Without limiting the foregoing, the Servicer shall undertake
        to
        defend any claims against the Trust Fund, the Trustee and/or itself initiated
        by
        a Borrower or otherwise related to the servicing of any Mortgage Loan, the
        reasonable legal expenses and costs of such action and any liability resulting
        therefrom shall be expenses, costs and liabilities of the Trust and the Servicer
        shall be entitled to be reimbursed therefor from the Collection Account as
        and
        to the extent provided in Section 3.11, any such right of reimbursement being
        prior to the rights of the Certificateholders to receive any amount in the
        Collection Account.

       

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

      


      	SECTION
              6.04  	
              Servicer
                Not to Resign.

            


       

      The
        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 are in material conflict by reason of
        applicable law with any other activities carried on by it or its subsidiaries
        or
        Affiliates, the other activities of the Servicer so causing such a conflict
        being of a type and nature carried on by the Servicer or its subsidiaries
        or
        Affiliates at the date of this Agreement or (ii) upon satisfaction of the
        following conditions: (a) the Servicer has proposed a successor servicer
        to the
        Trustee and the NIMS Insurer in writing and such proposed successor servicer
        is
        reasonably acceptable to the Trustee and the NIMS Insurer and (b) each Rating
        Agency shall have delivered a letter to the Trustee and the NIMS Insurer
        prior
        to the appointment of the successor servicer stating that the proposed
        appointment of such successor servicer as Servicer hereunder will not result
        in
        the reduction or withdrawal of the then current rating of the Certificates;
        provided, however, that no such resignation by the Servicer shall become
        effective until such successor servicer or, in the case of (i) above, the
        Trustee shall have assumed the Servicer’s responsibilities and obligations
        hereunder or the Trustee shall have designated, with the consent of the NIMS
        Insurer, a successor servicer in accordance with Section 7.02. Except as
        expressly provided herein, the Servicer shall not assign or transfer any
        of its
        rights, benefits or privileges hereunder to any other Person, or delegate
        to or
        subcontract with, or authorize or appoint any other Person to perform any
        of the
        duties, covenants or obligations to be performed by the Servicer hereunder.
        The
        foregoing prohibition on assignment shall not prohibit the Servicer from
        designating a Sub-Servicer as payee of any indemnification amount payable
        to the
        Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party
        beneficiary hereunder and the parties hereto shall not be required to recognize
        any Subservicer as an indemnitee under this Agreement.

       

      	SECTION
              6.05  	
              Delegation
                of Duties.

            


       

      In
        the
        ordinary course of business, the Servicer at any time may delegate any of
        its
        duties hereunder to any Person, including any of its Affiliates, who agrees
        to
        conduct such duties in accordance with standards comparable to those set
        forth
        in Section 3.01. Such delegation shall not relieve the Servicer of its
        liabilities and responsibilities with respect to such duties and shall not
        constitute a resignation within the meaning of Section 6.04. Except as provided
        in Section 3.02, no such delegation is permitted that results in the delegee
        subservicing any Mortgage Loans. The Servicer shall provide the Trustee and
        the
        NIMS Insurer with 60 days prior written notice prior to the delegation of
        any of
        its duties to any Person other than any of the Servicer’s Affiliates or their
        respective successors and assigns.

       

      	SECTION
              6.06  	
              [Reserved].

            


       

      	SECTION
              6.07  	
              Inspection.

            


       

      The
        Servicer, in its capacity as Servicer, shall afford the Trustee and the NIMS
        Insurer, upon reasonable notice, during normal business hours, access to
        all
        records maintained by the Servicer in respect of its rights and obligations
        hereunder and access to officers of the Servicer responsible for such
        obligations.

       

      	SECTION
              6.08  	
              Credit
                Risk Manager.

            


       

      For
        and
        on behalf of the Depositor, the Credit Risk Manager will provide reports
        and
        recommendations concerning certain delinquent and defaulted Mortgage Loans,
        and
        as to the collection of any Prepayment Charges with respect to the Mortgage
        Loans.  Such reports and recommendations will be based upon information
        provided to the Credit Risk Manager pursuant to the Credit Risk Management
        Agreement, and the Credit Risk Manager shall look solely to the Servicer
        for all
        information and data (including loss and delinquency information and data)
        relating to the servicing of the Mortgage Loans.  Upon any termination of
        the Credit Risk Manager or the appointment of a successor Credit Risk Manager,
        the Trustee, if it has been notified in writing of such termination or
        appointment, shall give written notice thereof to the Servicer and the
        Depositor.

       

      If
        Holders of the Certificates entitled to 66 2/3% or more of the Voting Rights
        request in writing to the Trustee to terminate the Credit Risk Manager under
        this Agreement, the Credit Risk Manager shall be removed pursuant to this
        Section 6.08.  Upon receipt of such notice, the Trustee shall provide
        written notice to the Credit Risk Manager and the Servicer of the Credit
        Risk
        Manager’s removal, which shall be effective upon receipt of such notice by the
        Credit Risk Manager.

       

      ARTICLE
        VII


      DEFAULT

       

      	SECTION
              7.01  	
              Servicer
                Events of Termination.

            


       

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

       

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

       

      (ii)  The
        failure by the Servicer to make any required Servicing Advance which failure
        continues unremedied for a period of 30 days, or the failure by the Servicer
        duly to observe or perform, in any material respect, any other covenants,
        obligations or agreements of the Servicer as set forth in this Agreement,
        which
        failure continues unremedied for a period of 30 days (or
        if
        such failure or breach cannot be remedied within 30 days, then such remedy
        shall
        have been commenced within 30 days and diligently pursued thereafter; provided,
        however, that in no event shall such failure or breach be allowed to exist
        for a
        period of greater than 90 days), after the date (A) on which written notice
        of
        such failure, requiring the same to be remedied, shall have been given to
        the
        Servicer by the Trustee or to the Trustee by the NIMS Insurer or any Holders
        of
        a Regular Certificate evidencing at least 25% of the Voting Rights or (B)
        of
        actual knowledge of such failure by a Servicing Officer of the Servicer;
        or

       

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

       

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

       

      (v)  A
        Delinquency Servicer Termination Trigger has occurred and is
        continuing;

       

      (b)  then,
        and
        in each and every such case, so long as a Servicer Event of Termination shall
        not have been remedied within the applicable grace period, (x) with respect
        solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M.,
        New
        York time, on the Business Day immediately following the Servicer Remittance
        Date (provided the Trustee shall give the Servicer notice of such failure
        to
        advance by 5:00 P.M. New York time on the Servicer Remittance Date), the
        Trustee
        shall, at the direction of the NIMS Insurer, terminate all of the rights
        and
        obligations of the Servicer under this Agreement, to the extent permitted
        by
        law, and in and to the Mortgage Loans and the proceeds thereof and the Trustee,
        or a successor servicer appointed in accordance with Section 7.02, shall
        immediately make such Advance and assume, pursuant to Section 7.02, the duties
        of a successor Servicer and (y) in the case of (i)(B), (ii), (iii) or (iv)
        above, the Trustee shall, at the direction of the NIMS Insurer or the Holders
        of
        each Class of Regular Certificates evidencing Percentage Interests aggregating
        not less than 51%, by notice then given in writing to the Servicer (and to
        the
        Trustee if given by the NIMS Insurer or the Holders of Certificates), terminate
        all of the rights and obligations of the Servicer as servicer under this
        Agreement. Any such notice to the Servicer shall also be given to each Rating
        Agency, the Depositor and the Servicer. On or after the receipt by the Servicer
        (and by the Trustee if such notice is given by the Holders) of such written
        notice, all authority and power of the Servicer under this Agreement, whether
        with respect to the Certificates or the Mortgage Loans or otherwise, shall
        pass
        to and be vested in the Trustee pursuant to and under this Section; and,
        without
        limitation, and the Trustee is hereby authorized and empowered to execute
        and
        deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any
        and
        all documents and other instruments, and to do or accomplish all other acts
        or
        things necessary or appropriate to effect the purposes of such notice of
        termination, whether to complete the transfer and endorsement of each Mortgage
        Loan and related documents or otherwise. The Servicer agrees to cooperate
        with
        the Trustee (or the applicable successor Servicer) in effecting the termination
        of the responsibilities and rights of the Servicer hereunder, including,
        without
        limitation, the delivery to the Trustee of all documents and records requested
        by it to enable it to assume the Servicer’s functions under this Agreement
        within ten Business Days subsequent to such notice, the transfer within one
        Business Day subsequent to such notice to the Trustee (or the applicable
        successor Servicer) for the administration by it of all cash amounts that
        shall
        at the time be held by the Servicer and to be deposited by it in the Collection
        Account, the Distribution Account, any REO Account or any Servicing Account
        or
        that have been deposited by the Servicer in such accounts or thereafter received
        by the Servicer with respect to the Mortgage Loans or any REO Property received
        by the Servicer. All reasonable costs and expenses (including attorneys’ fees)
        incurred in connection with transferring the Mortgage Files to the successor
        Servicer and amending this Agreement to reflect such succession as Servicer
        pursuant to this Section shall be paid by the predecessor Servicer (or if
        the
        predecessor Servicer is the Trustee, the initial Servicer) upon presentation
        of
        reasonable documentation of such costs and expenses and to the extent not
        paid
        by the Servicer, by the Trust.

       

      	SECTION
              7.02  	
              Trustee
                to Act; Appointment of Successor.

            


       

      (a)  From
        the
        time the Servicer (and the Trustee, if notice is sent by the Holders) receives
        a
        notice of termination pursuant to Section 7.01 or 6.04, the Trustee (or such
        other successor Servicer as is approved in accordance with this Agreement)
        shall
        be the successor in all respects to the Servicer in its capacity as servicer
        under this Agreement and the transactions set forth or provided for herein
        and
        shall be subject to all the responsibilities, duties and liabilities relating
        thereto placed on the Servicer by the terms and provisions hereof arising
        on and
        after its succession. Notwithstanding the foregoing, the parties hereto agree
        that the Trustee, in its capacity as successor Servicer, immediately will
        assume
        all of the obligations of the Servicer to make advances. Notwithstanding
        the
        foregoing, the Trustee, in its capacity as successor Servicer, shall not
        be
        responsible for the lack of information and/or documents that it cannot obtain
        through reasonable efforts. It is understood and agreed by the parties hereto
        that there will be a period of transition (not to exceed 90 days) before
        the
        transition of servicing obligations is fully effective. As compensation
        therefor, the Trustee (or such other successor Servicer) shall be entitled
        to
        such compensation as the Servicer would have been entitled to hereunder if
        no
        such notice of termination had been given. Notwithstanding the above, (i)
        if the
        Trustee is unwilling to act as successor Servicer or (ii) if the Trustee
        is
        legally unable so to act, the Trustee shall appoint or petition a court of
        competent jurisdiction to appoint, any established housing and home finance
        institution, bank or other mortgage loan or home equity loan servicer having
        a
        net worth of not less than $50,000,000 as the successor to the Servicer
        hereunder in the assumption of all or any part of the responsibilities, duties
        or liabilities of the Servicer hereunder; provided, that the appointment
        of any
        such successor Servicer shall be approved by the NIMS Insurer (such approval
        not
        to be unreasonably withheld), as evidenced by the prior written consent of
        the
        NIMS Insurer, and will not result in the qualification, reduction or withdrawal
        of the ratings assigned to the Certificates by the Rating Agencies as evidenced
        by a letter to such effect from the Rating Agencies. Pending appointment
        of a
        successor to the Servicer hereunder, the Trustee shall act in such capacity
        as
        hereinabove provided. In connection with such appointment and assumption,
        the
        successor shall be entitled to receive compensation out of payments on Mortgage
        Loans in an amount equal to the compensation which the Servicer would otherwise
        have received pursuant to Section 3.18 (or such other compensation as the
        Trustee and such successor shall agree, not to exceed the Servicing Fee).
        The
        appointment of a successor Servicer shall not affect any liability of the
        predecessor Servicer which may have arisen under this Agreement prior to
        its
        termination as Servicer to pay any deductible under an insurance policy pursuant
        to Section 3.14, to reimburse the Trustee pursuant to Section 3.06 or to
        indemnify the Trustee or the NIMS Insurer pursuant to Section 8.05(c)), nor
        shall any successor Servicer be liable for any acts or omissions of the
        predecessor Servicer or for any breach by such Servicer of any of its
        representations or warranties contained herein or in any related document
        or
        agreement. The Trustee and such successor shall take such action, consistent
        with this Agreement, as shall be necessary to effectuate any such succession.
        All Servicing Transfer Costs shall be paid by the predecessor Servicer upon
        presentation of reasonable documentation of such costs, and if such predecessor
        Servicer defaults in its obligation to pay such costs, such costs shall be
        paid
        by the successor Servicer or the Trustee (in which case the successor Servicer
        or the Trustee, as applicable, shall be entitled to reimbursement therefor
        from
        the assets of the Trust).

       

      (b)  Any
        successor to the Servicer, including the Trustee, shall during the term of
        its
        service as servicer continue to service and administer the Mortgage Loans
        for
        the benefit of Certificateholders, and maintain in force a policy or policies
        of
        insurance covering errors and omissions in the performance of its obligations
        as
        Servicer hereunder and a fidelity bond in respect of its officers, employees
        and
        agents to the same extent as the Servicer is so required pursuant to Section
        3.14.

       

      	SECTION
              7.03  	
              Waiver
                of Defaults.

            


       

      The
        Majority Certificateholders may, on behalf of all Certificateholders and
        with
        the consent of the NIMS Insurer, waive any events permitting removal of the
        Servicer as servicer pursuant to this Article VII, provided, however, that
        the
        Majority Certificateholders may not waive a default in making a required
        distribution on a Certificate without the consent of the Holder of such
        Certificate and the consent of the NIMS Insurer. Upon any waiver of a past
        default, such default shall cease to exist and any Servicer Event of Termination
        arising therefrom shall be deemed to have been remedied for every purpose
        of
        this Agreement. No such waiver shall extend to any subsequent or other default
        or impair any right consequent thereto except to the extent expressly so
        waived.
        Notice of any such waiver shall be given by the Trustee to the Rating Agencies
        and the NIMS Insurer.

       

      	SECTION
              7.04  	
              Notification
                to Certificateholders.

            


       

      (a)  Upon
        any
        termination or appointment of a successor to the Servicer pursuant to this
        Article VII or Section 6.04, the Trustee shall give prompt written notice
        thereof to the Certificateholders at their respective addresses appearing
        in the
        Certificate Register, the NIMS Insurer and each Rating Agency.

       

      (b)  No
        later
        than 60 days after the occurrence of any event which constitutes or which,
        with
        notice or a lapse of time or both, would constitute a Servicer Event of
        Termination for five Business Days after a Responsible Officer of the Trustee
        becomes aware of the occurrence of such an event, the Trustee shall transmit
        by
        mail to all Certificateholders and to the NIMS Insurer notice of such occurrence
        unless such default or Servicer Event of Termination shall have been waived
        or
        cured.

       

      	SECTION
              7.05  	
              Survivability
                of Servicer Liabilities.

            


       

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

       

      ARTICLE
        VIII


      THE
        TRUSTEE

       

      	SECTION
              8.01  	
              Duties
                of Trustee.

            


       

      The
        Trustee, prior to the occurrence of a Servicer Event of Termination and after
        the curing of all Servicer Events of Termination which may have occurred,
        undertakes to perform such duties and only such duties as are specifically
        set
        forth in this Agreement. If a Servicer Event of Termination has occurred
        (which
        has not been cured) of which a Responsible Officer has knowledge, the Trustee
        shall exercise such of the rights and powers vested in it by this Agreement,
        and
        use the same degree of care and skill in their exercise, as a prudent man
        would
        exercise or use under the circumstances in the conduct of his own
        affairs.

       

      The
        Trustee, upon receipt of all resolutions, certificates, statements, opinions,
        reports, documents, orders or other instruments furnished to the Trustee
        which
        are specifically required to be furnished pursuant to any provision of this
        Agreement, shall examine them to determine whether they conform to the
        requirements of this Agreement; provided, however, that the Trustee will
        not be
        responsible for the accuracy or content of any such resolutions, certificates,
        statements, opinions, reports, documents or other instruments. If any such
        instrument is found not to conform to the requirements of this Agreement
        in a
        material manner the Trustee shall take such action as it deems appropriate
        to
        have the instrument corrected, and if the instrument is not corrected to
        the
        Trustee’s satisfaction, the Trustee will provide notice thereof to the
        Certificateholders and the NIMS Insurer.

       

      No
        provision of this Agreement shall be construed to relieve the Trustee from
        liability for its own negligent action, its own negligent failure to act
        or its
        own misconduct; provided, however, that:

       

      (i)  prior
        to
        the occurrence of a Servicer Event of Termination, and after the curing of
        all
        such Servicer Events of Termination which may have occurred, the duties and
        obligations of the Trustee shall be determined solely by the express provisions
        of this Agreement, the Trustee shall not be liable except for the performance
        of
        such duties and obligations as are specifically set forth in this Agreement,
        no
        implied covenants or obligations shall be read into this Agreement against
        the
        Trustee and, in the absence of bad faith on the part of the Trustee, the
        Trustee
        may conclusively rely, as to the truth of the statements and the correctness
        of
        the opinions expressed therein, upon any certificates or opinions furnished
        to
        the Trustee and conforming to the requirements of this Agreement;

       

      (ii)  the
        Trustee shall not be personally liable for an error of judgment made in good
        faith by a Responsible Officer of the Trustee, unless it shall be proved
        that
        the Trustee was negligent in ascertaining the pertinent facts;

       

      (iii)  the
        Trustee shall not be personally liable with respect to any action taken,
        suffered or omitted to be taken by it in good faith in accordance with the
        direction of the NIMS Insurer or the Majority Certificateholders relating
        to the
        time, method and place of conducting any proceeding for any remedy available
        to
        the Trustee, or exercising or omitting to exercise any trust or power conferred
        upon the Trustee, under this Agreement; and

       

      (iv)  the
        Trustee shall not be charged with knowledge of any failure by the Servicer
        to
        comply with the obligations of the Servicer referred to in clauses (i) and
        (ii)
        of Section 7.01(a) or of the existence of any Servicer Event of Termination
        unless a Responsible Officer of the Trustee at the Corporate Trust Office
        obtains actual knowledge of such failure or the Trustee receives written
        notice
        of such failure from the Depositor, the Servicer, the NIMS Insurer or the
        Majority Certificateholders.

       

      The
        Trustee shall not be required to expend or risk its own funds or otherwise
        incur
        financial liability in the performance of any of its duties hereunder, or
        in the
        exercise of any of its rights or powers, if there is reasonable ground for
        believing that the repayment of such funds or adequate indemnity against
        such
        risk or liability is not reasonably assured to it, and none of the provisions
        contained in this Agreement shall in any event require the Trustee to perform,
        or be responsible for the manner of performance of, any of the obligations
        of
        the Servicer under this Agreement, except during such time, if any, as the
        Trustee shall be the successor to, and be vested with the rights, duties,
        powers
        and privileges of, the Servicer in accordance with the terms of this
        Agreement.

       

      	SECTION
              8.02  	
              Certain
                Matters Affecting the Trustee.

            


       

      (a)  Except
        as
        otherwise provided in Section 8.01:

       

      (i)  the
        Trustee may request and rely upon, and shall be protected in acting or
        refraining from acting upon, any resolution, Officers’ Certificate, certificate
        of auditors or any other certificate, statement, instrument, opinion, report,
        notice, request, consent, order, appraisal, bond or other paper or document
        reasonably believed by it to be genuine and to have been signed or presented
        by
        the proper party or parties, and the manner of obtaining consents and of
        evidencing the authorization of the execution thereof by Certificateholders
        shall be subject to such reasonable regulations as the Trustee may
        prescribe;

       

      (ii)  the
        Trustee may consult with counsel and any Opinion of Counsel shall be full
        and
        complete authorization and protection in respect of any action taken or suffered
        or omitted by it hereunder in good faith and in accordance with such Opinion
        of
        Counsel;

       

      (iii)  the
        Trustee shall be under no obligation to exercise any of the rights or powers
        vested in it by this Agreement, or to institute, conduct or defend any
        litigation hereunder or in relation hereto, at the request, order or direction
        of any of the Certificateholders or the NIMS Insurer, pursuant to the provisions
        of this Agreement, unless such Certificateholders or the NIMS Insurer, as
        applicable shall have offered to the Trustee reasonable security or indemnity
        against the costs, expenses and liabilities which may be incurred therein
        or
        thereby; the right of the Trustee to perform any discretionary act enumerated
        in
        this Agreement shall not be construed as a duty, and the Trustee shall not
        be
        answerable for other than its negligence or willful misconduct in the
        performance of any such act;

       

      (iv)  the
        Trustee shall not be personally liable for any action taken, suffered or
        omitted
        by it in good faith and believed by it to be authorized or within the discretion
        or rights or powers conferred upon it by this Agreement;

       

      (v)  prior
        to
        the occurrence of a Servicer Event of Termination and after the curing of
        all
        Servicer Events of Termination which may have occurred, the Trustee shall
        not be
        bound to make any investigation into the facts or matters stated in any
        resolution, certificate, statement, instrument, opinion, report, notice,
        request, consent, order, approval, bond or other paper or documents, unless
        requested in writing to do so by the NIMS Insurer or the Majority
        Certificateholder; provided, however, that if the payment within a reasonable
        time to the Trustee of the costs, expenses or liabilities likely to be incurred
        by it in the making of such investigation is, in the opinion of the Trustee,
        not
        reasonably assured to the Trustee by the security afforded to it by the terms
        of
        this Agreement, the Trustee may require reasonable indemnity against such
        cost,
        expense or liability as a condition to such proceeding. The reasonable expense
        of every such examination shall be paid by the Servicer or the NIMS Insurer
        (if
        requested by the NIMS Insurer) or, if paid by the Trustee, shall be reimbursed
        by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer) upon
        demand and, if not reimbursed by the Servicer or the NIMS Insurer (if requested
        by the NIMS Insurer), shall be reimbursed by the Trust. Nothing in this clause
        (v) shall derogate from the obligation of the Servicer to observe any applicable
        law prohibiting disclosure of information regarding the Mortgagors;

       

      (vi)  the
        Trustee shall not be accountable, shall have no liability and makes no
        representation as to any acts or omissions hereunder of the Servicer until
        such
        time as the Trustee may be required to act as Servicer pursuant to Section
        7.02
        and thereupon only for the acts or omissions of the Trustee as successor
        Servicer;

       

      (vii)  the
        Trustee may execute any of the trusts or powers hereunder or perform any
        duties
        hereunder either directly or by or through agents or attorneys, custodians
        or
        nominees;

       

      (viii)  the
        right
        of the Trustee to perform any discretionary act enumerated in this Agreement
        shall not be construed as a duty, and the Trustee shall not be answerable
        for
        other than its negligence or willful misconduct in the performance of such
        act;

       

      (ix)  the
        Trustee shall not be personally liable for any loss resulting from the
        investment of funds held in the Collection Account or the REO Account made
        at
        the direction of the Servicer pursuant to Section 3.12; and

       

      (x)  the
        Trustee or its Affiliates are permitted to receive compensation that could
        be
        deemed to be in the Trustee’s economic self-interest for (i) serving as
        investment adviser, administrator, shareholder, servicing agent, custodian
        or
        sub-custodian with respect to certain of the Permitted Investments, (ii)
        using
        Affiliates to effect transactions in certain Permitted Investments and (iii)
        effecting transactions in certain Permitted Investments. Such compensation
        shall
        not be considered an amount that is reimbursable or payable pursuant to Section
        3.11.

       

      In
        order
        to comply with its duties under the U.S. Patriot Act, the Trustee shall obtain
        and verify certain information and documentation from the other parties hereto,
        including, but not limited to, such parties’ name, address and other identifying
        information.

       

      	SECTION
              8.03  	
              Trustee
                Not Liable for Certificates or Mortgage
                Loans.

            


       

      The
        recitals contained herein and in the Certificates (other than the authentication
        of the Trustee on the Certificates) shall be taken as the statements of the
        Depositor, and the Trustee assumes no responsibility for the correctness
        of the
        same. The Trustee makes no representations as to the validity or sufficiency
        of
        this Agreement or of the Certificates (other than the signature and
        authentication of the Trustee on the Certificates) or of any Mortgage Loan
        or
        related document or MERS or the MERS System other than with respect to the
        Trustee’s execution and authentication of the Certificates. The Trustee shall
        not be accountable for the use or application by the Servicer, or for the
        use or
        application of any funds paid to the Servicer in respect of the Mortgage
        Loans
        or deposited in or withdrawn from the Collection Account by the Servicer.
        The
        Trustee shall at no time have any responsibility or liability for or with
        respect to the legality, validity and enforceability of any Mortgage or any
        Mortgage Loan, or the perfection and priority of any Mortgage or the maintenance
        of any such perfection and priority, or for or with respect to the sufficiency
        of the Trust or its ability to generate the payments to be distributed to
        Certificateholders under this Agreement, including, without limitation: the
        existence, condition and ownership of any Mortgaged Property; the existence
        and
        enforceability of any hazard insurance thereon (other than if the Trustee
        shall
        assume the duties of the Servicer pursuant to Section 7.02); the validity
        of the
        assignment of any Mortgage Loan to the Trustee or of any intervening assignment;
        the completeness of any Mortgage Loan; the performance or enforcement of
        any
        Mortgage Loan (other than if the Trustee shall assume the duties of the Servicer
        pursuant to Section 7.02); the compliance by the Depositor, the Originator
        or
        the Servicer with any warranty or representation made under this Agreement
        or in
        any related document or the accuracy of any such warranty or representation
        prior to the Trustee’s receipt of notice or other discovery of any
        non-compliance therewith or any breach thereof; any investment of monies
        by or
        at the direction of the Servicer or any loss resulting therefrom, it being
        understood that the Trustee shall remain responsible for any Trust property
        that
        it may hold in its individual capacity; the acts or omissions of any of the
        Servicer (other than if the Trustee shall assume the duties of the Servicer
        pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action
        of the
        Servicer (other than if the Trustee shall assume the duties of the Servicer
        pursuant to Section 7.02), or any Sub- Servicer taken in the name of the
        Trustee; the failure of the Servicer or any Sub-Servicer to act or perform
        any
        duties required of it as agent of the Trustee hereunder; or any action by
        the
        Trustee taken at the instruction of the Servicer (other than if the Trustee
        shall assume the duties of the Servicer pursuant to Section 7.02); provided,
        however, that the foregoing shall not relieve the Trustee of its obligation
        to
        perform its duties under this Agreement, including, without limitation, the
        Trustee’s duty to review the Mortgage Files pursuant to Section 2.01. The
        Trustee shall have no responsibility for filing any financing or continuation
        statement in any public office at any time or to otherwise perfect or maintain
        the perfection of any security interest or lien granted to it hereunder (unless
        the Trustee shall have become the successor Servicer).

       

      	SECTION
              8.04  	
              Trustee
                May Own Certificates.

            


       

      The
        Trustee in its individual or any other capacity may become the owner or pledgee
        of Certificates with the same rights as it would have if it were not Trustee
        and
        may transact any banking and trust business with the Originator, the Servicer,
        the Depositor or their Affiliates.

       

      	SECTION
              8.05  	
              Trustee
                Compensation, Custodial Fee and Expenses.

            


       

      (a)  On
        each
        Distribution Date, prior to making any distributions to Certificateholders,
        the
        Trustee shall withdraw from the Distribution Account and pay to itself the
        Trustee Compensation payable on such Distribution Date consisting of all
        income
        earned on amounts on deposit in the Distribution Account. The Trustee shall
        be
        provided a copy of the separate fee schedule between the Depositor and the
        Custodian. The Trustee shall withdraw from the Distribution Account on each
        Distribution Date and pay to the Custodian, the Custodial Fee prior to making
        any distributions to Certificateholders.

       

      (b)  The
        Trustee, or any director, officer, employee or agent of the Trustee, shall
        be
        indemnified by the Trust Fund and held harmless against any loss, liability
        or
        expense (not including expenses and disbursements incurred or made by the
        Trustee, including the compensation and the expenses and disbursements of
        its
        agents and counsel, in the ordinary course of the Trustee’s performance in
        accordance with the provisions of this Agreement) incurred by the Trustee
        arising out of or in connection with the acceptance or administration of
        its
        obligations and duties under this Agreement, other than any loss, liability
        or
        expense (i) resulting from a breach of the Servicer’s obligations and duties
        under this Agreement for which the Trustee is indemnified under Section 8.05(b)
        or (ii) any loss, liability or expense incurred by reason of willful
        misfeasance, bad faith or negligence of the Trustee in
        the
        performance of its duties hereunder or by reason of the Trustee’s reckless
        disregard of obligations and duties hereunder
        or as a
        result of a breach of the Trustee’s obligations under Article X hereof. It is
        understood by the parties hereto that a “claim” as used in the preceding
        sentence includes any claim for indemnification made by the Custodian under
        Section 22 of the Custodial Agreement; provided, however, that the Trustee
        shall
        not lose any right it may have to indemnification under this Section 8.05
        due to
        the willful misfeasance, bad faith or negligence of the Custodian in the
        performance of its duties under the Custodial Agreement or by reason of the
        Custodian’s reckless disregard of its obligations and duties under the Custodial
        Agreement. Any amounts payable to the Trustee, or any director, officer,
        employee or agent of the Trustee, in respect of the indemnification provided
        by
        this Section 8.05(a), or pursuant to any other right of reimbursement from
        the
        Trust Fund that the Trustee, or any director, officer, employee or agent
        of the
        Trustee, may have hereunder in its capacity as such, may be withdrawn by
        the
        Trustee from the Distribution Account at any time. The foregoing indemnity
        shall
        survive the resignation or removal of the Trustee.

       

      (c)  The
        Servicer agrees to indemnify the Trustee, the NIMS Insurer, the Custodian
        or any
        director, officer, employee or agent of the Trustee, the NIMS Insurer or
        Custodian from, and hold it harmless against, any loss, liability or expense
        resulting from a breach of the Servicer’s obligations and duties under this
        Agreement. Such indemnity shall survive the termination or discharge of this
        Agreement and the resignation or removal of the Trustee and the Servicer
        for
        actions prior to such resignation or removal. Any payment hereunder made
        by the
        Servicer to the Trustee shall be from the Servicer’s own funds, without
        reimbursement from the Trust Fund therefor.

       

      	SECTION
              8.06  	
              Eligibility
                Requirements for Trustee.

            


       

      The
        Trustee hereunder shall at all times be an entity duly organized and validly
        existing under the laws of the United States of America or any state thereof,
        authorized under such laws to exercise corporate trust powers, having a combined
        capital and surplus of at least $50,000,000 and subject to supervision or
        examination by federal or state authority. If such entity publishes reports
        of
        condition at least annually, pursuant to law or to the requirements of the
        aforesaid supervising or examining authority, then for the purposes of this
        Section 8.06, the combined capital and surplus of such entity shall be deemed
        to
        be its combined capital and surplus as set forth in its most recent report
        of
        condition so published. The principal office of the Trustee (other than the
        initial Trustee) shall be in a state with respect to which an Opinion of
        Counsel
        has been delivered to such Trustee and the NIMS Insurer at the time such
        Trustee
        is appointed Trustee to the effect that the Trust will not be a taxable entity
        under the laws of such state. In case at any time the Trustee shall cease
        to be
        eligible in accordance with the provisions of this Section 8.06, the Trustee
        shall resign immediately in the manner and with the effect specified in Section
        8.07.

       

      	SECTION
              8.07  	
              Resignation
                or Removal of Trustee.

            


       

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

       

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

       

      The
        Majority Certificateholders (or the NIMS Insurer upon the failure of the
        Trustee
        to perform its obligations hereunder) may at any time remove the Trustee
        by
        written instrument or instruments delivered to the Servicer, the Depositor
        and
        the Trustee; the Depositor shall thereupon use its best efforts to appoint
        a
        successor trustee acceptable to the NIMS Insurer in accordance with this
        Section.

       

      Any
        resignation or removal of the Trustee and appointment of a successor Trustee
        pursuant to any of the provisions of this Section 8.07 shall not become
        effective until acceptance of appointment by the successor Trustee as provided
        in Section 8.08.

       

      	SECTION
              8.08  	
              Successor
                Trustee.

            


       

      Any
        successor Trustee appointed as provided in Section 8.07 shall execute,
        acknowledge and deliver to the NIMS Insurer, the Depositor, the Servicer
        and to
        its predecessor Trustee an instrument accepting such appointment hereunder,
        and
        thereupon the resignation or removal of the predecessor Trustee shall become
        effective, and such successor Trustee, without any further act, deed or
        conveyance, shall become fully vested with all the rights, powers, duties
        and
        obligations of its predecessor hereunder, with like effect as if originally
        named as Trustee. The Depositor, the Servicer and the predecessor Trustee
        shall
        execute and deliver such instruments and do such other things as may reasonably
        be required for fully and certainly vesting and confirming in the successor
        Trustee all such rights, powers, duties and obligations.

       

      No
        successor Trustee shall accept appointment as provided in this Section 8.08
        unless at the time of such acceptance such successor Trustee shall be eligible
        under the provisions of Section 8.06 and the appointment of such successor
        Trustee shall not result in a downgrading of the Regular Certificates by
        either
        Rating Agency, as evidenced by a letter from each Rating Agency.

       

      Upon
        acceptance of appointment by a successor Trustee as provided in this Section
        8.08, the successor Trustee shall mail notice of the appointment of a successor
        Trustee hereunder to all Holders of Certificates at their addresses as shown
        in
        the Certificate Register and to each Rating Agency.

       

      	SECTION
              8.09  	
              Merger
                or Consolidation of Trustee.

            


       

      Any
        entity into which the Trustee may be merged or converted or with which it
        may be
        consolidated, or any entity resulting from any merger, conversion or
        consolidation to which the Trustee shall be a party, or any entity succeeding
        to
        the business of the Trustee, shall be the successor of the Trustee hereunder,
        provided such entity shall be eligible under the provisions of Section 8.06
        and
        8.08, without the execution or filing of any paper or any further act on
        the
        part of any of the parties hereto, anything herein to the contrary
        notwithstanding.

       

      	SECTION
              8.10  	
              Appointment
                of Co-Trustee or Separate Trustee.

            


       

      Notwithstanding
        any other provisions of this Agreement, at any time, for the purpose of meeting
        any legal requirements of any jurisdiction in which any part of the Trust
        or any
        Mortgaged Property may at the time be located, the Depositor and the Trustee
        acting jointly shall have the power and shall execute and deliver all
        instruments to appoint one or more Persons approved by the Trustee and the
        NIMS
        Insurer to act as co-trustee or co-trustees, jointly with the Trustee, or
        separate trustee or separate trustees, of all or any part of the Trust, and
        to
        vest in such Person or Persons, in such capacity and for the benefit of the
        Certificateholders, such title to the Trust, or any part thereof, and, subject
        to the other provisions of this Section 8.10, such powers, duties, obligations,
        rights and trusts as the Servicer and the Trustee may consider necessary
        or
        desirable. Any such co-trustee or separate trustee shall be subject to the
        written approval of the Servicer and the NIMS Insurer. If the Servicer and
        the
        NIMS Insurer shall not have joined in such appointment within 15 days after
        the
        receipt by it of a request so to do, or in the case a Servicer Event of
        Termination shall have occurred and be continuing, the Trustee alone shall
        have
        the power to make such appointment. No co-trustee or separate trustee hereunder
        shall be required to meet the terms of eligibility as a successor trustee
        under
        Section 8.06, and no notice to Certificateholders of the appointment of any
        co-trustee or separate trustee shall be required under Section 8.08. The
        Servicer shall be responsible for the fees of any co-trustee or separate
        trustee
        appointed hereunder.

       

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

       

      (i)  all
        rights, powers, duties and obligations conferred or imposed upon the Trustee
        shall be conferred or imposed upon and exercised or performed by the Trustee
        and
        such separate trustee or co-trustee jointly (it being understood that such
        separate trustee or co-trustee is not authorized to act separately without
        the
        Trustee joining in such act), except to the extent that under any law of
        any
        jurisdiction in which any particular act or acts are to be performed (whether
        as
        Trustee hereunder or as successor to the Servicer hereunder), the Trustee
        shall
        be incompetent or unqualified to perform such act or acts, in which event
        such
        rights, powers, duties and obligations (including the holding of title to
        the
        Trust or any portion thereof in any such jurisdiction) shall be exercised
        and
        performed singly by such separate trustee or co-trustee, but solely at the
        direction of the Trustee;

       

      (ii)  no
        trustee hereunder shall be held personally liable by reason of any act or
        omission of any other trustee hereunder; and

       

      (iii)  the
        Servicer and the Trustee, acting jointly and with the consent of the NIMS
        Insurer, may at any time accept the resignation of or remove any separate
        trustee or co-trustee except that following the occurrence of a Servicer
        Event
        of Termination, the Trustee acting alone may accept the resignation or remove
        any separate trustee or co-trustee.

       

      Any
        notice, request or other writing given to the Trustee shall be deemed to
        have
        been given to each of the then separate trustees and co-trustees, as effectively
        as if given to each of them. Every instrument appointing any separate trustee
        or
        co-trustee shall refer to this Agreement and the conditions of this Article
        VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
        conferred, shall be vested with the estates or property specified in its
        instrument of appointment, either jointly with the Trustee or separately,
        as may
        be provided therein, subject to all the provisions of this Agreement,
        specifically including every provision of this Agreement relating to the
        conduct
        of, affecting the liability of, or affording protection to, the Trustee.
        Every
        such instrument shall be filed with the Trustee and a copy thereof given
        to the
        Depositor, the Servicer and the NIMS Insurer.

       

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

       

      	SECTION
              8.11  	
              Limitation
                of Liability.

            


       

      The
        Certificates are executed by the Trustee, not in its individual capacity
        but
        solely as Trustee of the Trust, in the exercise of the powers and authority
        conferred and vested in it by the Trust Agreement. Each of the undertakings
        and
        agreements made on the part of the Trustee in the Certificates is made and
        intended not as a personal undertaking or agreement by the Trustee but is
        made
        and intended for the purpose of binding only the Trust.

       

      	SECTION
              8.12  	
              Trustee
                May Enforce Claims Without Possession of
                Certificates.

            


       

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

       

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

       

      	SECTION
              8.13  	
              Suits
                for Enforcement.

            


       

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

       

      	SECTION
              8.14  	
              Waiver
                of Bond Requirement.

            


       

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

       

      	SECTION
              8.15  	
              Waiver
                of Inventory, Accounting and Appraisal
                Requirement.

            


       

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

       

      	SECTION
              8.16  	
              Appointment
                of the Custodian.

            


       

      The
        Trustee shall, at the direction of the Depositor and with the consent of
        the
        Servicer, appoint the Custodian to hold all or a portion of the Mortgage
        Files.
        The appointment of the Custodian may at any time be terminated and a substitute
        Custodian appointed therefor at the direction of the Depositor to the Trustee,
        the consent to which shall not be unreasonably withheld. The Custodian shall
        be
        entitled to its fees and expenses in accordance with the Custodial Agreement,
        which fees and expenses shall be paid to the Custodian from the Trust in
        accordance with Section 8.05. Subject to Article VIII hereof, the Trustee
        agrees
        to comply with the terms of the Custodial Agreement, which agreement may
        be
        amended from time to time, and shall have the right to enforce the terms
        and
        provisions thereof against the Custodian for the benefit of the
        Certificateholders having an interest in any Mortgage File held by the
        Custodian. Notwithstanding anything to the contrary in this Agreement, the
        Custodian is not an agent of the Trustee and in no event shall the Trustee
        be
        liable for any acts, omission, duties, obligations, or liabilities of the
        Custodian. In no event shall the appointment of the Custodian pursuant to
        the
        Custodial Agreement diminish the obligations of the Trustee
        hereunder.

       

      ARTICLE
        IX


      REMIC
        ADMINISTRATION

       

      	SECTION
              9.01  	
              REMIC
                Administration.

            


       

      (a)  REMIC
        elections as set forth in the Preliminary Statement shall be made by the
        Trustee
        on Form 1066 or other appropriate federal tax or information return for the
        taxable year ending on the last day of the calendar year in which the
        Certificates are issued. The regular interests and residual interest in each
        REMIC shall be as designated in the Preliminary Statement. The Securities
        Administrator and the Trustee shall not permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any REMIC created hereunder
        other than (a) the REMIC 1 Regular Interests, the REMIC 2 Regular Interests,
        the
        REMIC 3 Regular Interests, the REMIC 4 Regular Interests, the REMIC 5 Regular
        Interests or the REMIC 6 Regular Interests, the ownership of which is
        represented by the Class A and Class M Certificates, REMIC 6 Regular Interest
        SWAP IO, the Class C Certificates and the Class P Certificates and (b) the
        Class
        R-1 Interest, the Class R-2 Interest, the Class R-3 Interest, the Class R-4
        Interest, the Class R-5 Interest and the Class R-6 Interest. The Securities
        Administrator will apply for an Employee Identification Number from the IRS
        via
        form SS-4 or any other acceptable method for each Trust REMIC

       

      (b)  The
        Closing Date is hereby designated as the “Startup Day” of each REMIC within the
        meaning of section 860G(a)(9) of the Code.

       

      (c)  The
        Trustee shall pay any and all expenses relating to any tax audit of any REMIC
        (including, but not limited to, any professional fees or any administrative
        or
        judicial proceedings with respect to any Trust REMIC that involve the Internal
        Revenue Service or state tax authorities), including the expense of obtaining
        any tax related Opinion of Counsel. The Trustee shall be entitled to
        reimbursement of expenses incurred pursuant to this Section 9.01(c) to the
        extent provided in Section 8.05.

       

      (d)  The
        Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax
        and information returns (including Form 8811) as the direct representative
        each
        REMIC created hereunder. The expenses of preparing and filing such returns
        shall
        be borne by the Trustee.

       

      (e)  The
        Holder of the Class R Certificate at any time holding the largest Percentage
        Interest thereof shall be the “tax matters person” as defined in the REMIC
        Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2
        and REMIC 3 and shall act as Tax Matters Person for REMIC 1, REMIC 2 and
        REMIC
        3. The Holder of the Class R-X Certificate at any time holding the largest
        Percentage Interest thereof shall be the Tax Matters Person with respect
        to
        REMIC 4, REMIC 5 and REMIC 6 and shall act as Tax Matters Person for REMIC
        4,
        REMIC 5 and REMIC 6. The Trustee, as agent for the Tax Matters Person, shall
        perform on behalf of each REMIC all reporting and other tax compliance duties
        that are the responsibility of such REMIC under the Code, the REMIC Provisions,
        or other compliance guidance issued by the Internal Revenue Service or any
        state
        or local taxing authority. Among its other duties, if required by the Code,
        the
        REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax
        Matters Person, shall provide (i) to the Treasury or other governmental
        authority such information as is necessary for the application of any tax
        relating to the transfer of a Residual Certificate to any disqualified person
        or
        organization and (ii) to the Certificateholders such information or reports
        as
        are required by the Code or REMIC Provisions. The Trustee, as agent for the
        Tax
        Matters Person, shall represent each REMIC in any administrative or judicial
        proceedings relating to an examination or audit by any governmental taxing
        authority, request an administrative adjustment as to any taxable year of
        any
        REMIC, enter into settlement agreements with any government taxing agency,
        extend any statute of limitations relating to any item of any REMIC and
        otherwise act on behalf of any REMIC in relation to any tax matter involving
        the
        Trust.

       

      (f)  The
        Trustee, the Servicer and the Holders of Certificates shall take any action
        or
        cause the REMIC to take any action necessary to create or maintain the status
        of
        each REMIC as a REMIC under the REMIC Provisions and shall assist each other
        as
        necessary to create or maintain such status. Neither the Trustee, the Servicer
        nor the Holder of any Residual Certificate shall take any action, cause any
        REMIC created hereunder to take any action or fail to take (or fail to cause
        to
        be taken) any action that, under the REMIC Provisions, if taken or not taken,
        as
        the case may be, could (i) endanger the status of such REMIC as a REMIC or
        (ii)
        result in the imposition of a tax upon such REMIC (including but not limited
        to
        the tax on prohibited transactions as defined in Code Section 860F(a)(2)
        and the
        tax on prohibited contributions set forth on Section 860G(d) of the Code)
        (either such event, an “Adverse REMIC Event”) unless the Trustee, the NIMS
        Insurer and the Servicer have received an Opinion of Counsel (at the expense
        of
        the party seeking to take such action) to the effect that the contemplated
        action will not endanger such status or result in the imposition of such
        a tax.
        In addition, prior to taking any action with respect to any REMIC created
        hereunder or the assets therein, or causing such REMIC to take any action,
        which
        is not expressly permitted under the terms of this Agreement, any Holder
        of a
        Residual Certificate will consult with the Trustee, the NIMS Insurer and
        the
        Servicer, or their respective designees, in writing, with respect to whether
        such action could cause an Adverse REMIC Event to occur with respect to any
        REMIC, and no such Person shall take any such action or cause any REMIC to
        take
        any such action as to which the Trustee, the NIMS Insurer or the Servicer
        has
        advised it in writing that an Adverse REMIC Event could occur.

       

      (g)  Each
        Holder of a Residual Certificate shall pay when due any and all taxes imposed
        on
        each REMIC created hereunder by federal or state governmental authorities.
        To
        the extent that such Trust taxes are not paid by a Residual Certificateholder,
        the Trustee shall pay any remaining REMIC taxes out of current or future
        amounts
        otherwise distributable to the Holder of the Residual Certificate in the
        REMICs
        or, if no such amounts are available, out of other amounts held in the
        Distribution Account, and shall reduce amounts otherwise payable to Holders
        of
        regular interests in the related REMIC. Subject to the foregoing, in the
        event
        that a REMIC incurs a state or local tax, including franchise taxes, as a
        result
        of a determination that such REMIC is domiciled in the State of California
        for
        state tax purposes by virtue of the location of the Servicer, the Servicer
        agrees to pay on behalf of such REMIC when due, any and all state and local
        taxes imposed as a result of such a determination, in the event that the
        Holder
        of the related Residual Certificate fails to pay such taxes, if any, when
        imposed.

       

      (h)  The
        Trustee, as agent for the Tax Matters Person, shall, for federal income tax
        purposes, maintain books and records with respect to each REMIC created
        hereunder on a calendar year and on an accrual basis.

       

      (i)  No
        additional contributions of assets shall be made to any REMIC created hereunder,
        except as expressly provided in this Agreement with respect to eligible
        substitute mortgage loans.

       

      (j)  Neither
        the Trustee nor the Servicer shall enter into any arrangement by which any
        REMIC
        created hereunder will receive a fee or other compensation for
        services.

       

      (k)  On
        or
        before April 15 of each calendar year beginning in 2006, the Servicer shall
        deliver to the NIMS Insurer, the Trustee and each Rating Agency an Officers’
Certificate stating the Servicer’s compliance with the provisions of this
        Section 9.01.

       

      (l)  The
        Trustee will apply for an Employee Identification Number from the Internal
        Revenue Service via a Form SS-4 or other acceptable method for all tax entities
        and shall complete the Form 8811.

       

      	SECTION
              9.02  	
              Prohibited
                Transactions and Activities.

            


       

      Neither
        the Depositor, the Servicer nor the Trustee shall sell, dispose of, or
        substitute for any of the Mortgage Loans, except in a disposition pursuant
        to
        (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust
        Fund,
        (iii) the termination of any REMIC created hereunder pursuant to Article
        X of
        this Agreement, (iv) a substitution pursuant to Article II of this Agreement
        or
        (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement,
        nor
        acquire any assets for any REMIC, nor sell or dispose of any investments
        in the
        Distribution Account for gain, nor accept any contributions to either REMIC
        after the Closing Date, unless it and the NIMS Insurer have received an Opinion
        of Counsel (at the expense of the party causing such sale, disposition, or
        substitution) that such disposition, acquisition, substitution, or acceptance
        will not (a) affect adversely the status of any REMIC created hereunder as
        a
        REMIC or of the interests therein other than the Residual Certificates as
        the
        regular interests therein, (b) affect the distribution of interest or principal
        on the Certificates, (c) result in the encumbrance of the assets transferred
        or
        assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
        or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
        transactions or prohibited contributions pursuant to the REMIC
        Provisions.

       

      	SECTION
              9.03  	
              Indemnification
                with Respect to Certain Taxes and Loss of REMIC
                Status.

            


       

      (a)  In
        the
        event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
        or incurs federal, state or local taxes as a result of a prohibited transaction
        or prohibited contribution under the REMIC Provisions due to the negligent
        performance by the Servicer of its duties and obligations set forth herein,
        the
        Servicer shall indemnify the NIMS Insurer, the Trustee and the Trust Fund
        against any and all losses, claims, damages, liabilities or expenses (“Losses”)
        resulting from such negligence; provided, however, that the Servicer shall
        not
        be liable for any such Losses attributable to the action or inaction of the
        Trustee, the Depositor or the Holder of such Residual Certificate, as
        applicable, nor for any such Losses resulting from misinformation provided
        by
        the Holder of such Residual Certificate on which the Servicer has relied.
        The
        foregoing shall not be deemed to limit or restrict the rights and remedies
        of
        the Holder of such Residual Certificate now or hereafter existing at law
        or in
        equity. Notwithstanding the foregoing, however, in no event shall the Servicer
        have any liability (1) for any action or omission that is taken in accordance
        with and in compliance with the express terms of, or which is expressly
        permitted by the terms of, this Agreement, (2) for any Losses other than
        arising
        out of a negligent performance by the Servicer of its duties and obligations
        set
        forth herein, and (3) for any special or consequential damages to
        Certificateholders (in addition to payment of principal and interest on the
        Certificates).

       

      (b)  In
        the
        event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
        or incurs federal, state or local taxes as a result of a prohibited transaction
        or prohibited contribution under the REMIC Provisions due to the negligent
        performance by the Trustee of its duties and obligations set forth herein,
        the
        Trustee shall indemnify the Trust Fund against any and all Losses resulting
        from
        such negligence; provided, however, that the Trustee shall not be liable
        for any
        such Losses attributable to the action or inaction of the Servicer, the
        Depositor or the Holder of such Residual Certificate, as applicable, nor
        for any
        such Losses resulting from misinformation provided by the Holder of such
        Residual Certificate on which the Trustee has relied. The foregoing shall
        not be
        deemed to limit or restrict the rights and remedies of the Holder of such
        Residual Certificate now or hereafter existing at law or in equity.
        Notwithstanding the foregoing, however, in no event shall the Trustee have
        any
        liability (1) for any action or omission that is taken in accordance with
        and in
        compliance with the express terms of, or which is expressly permitted by
        the
        terms of, this Agreement, (2) for any Losses other than arising out of a
        negligent performance by the Trustee of its duties and obligations set forth
        herein, and (3) for any special or consequential damages to Certificateholders
        (in addition to payment of principal and interest on the
        Certificates).

       

      ARTICLE
        X


      TERMINATION

       

      	SECTION
              10.01  	
              Termination.

            


       

      (a)  The
        respective obligations and responsibilities of the Servicer, the Depositor
        and
        the Trustee created hereby (other than the obligation of the Trustee to make
        certain payments to Certificateholders after the final Distribution Date
        and the
        obligation of the Servicer to send certain notices as hereinafter set forth)
        shall terminate upon notice to the Trustee upon the earliest of (i) the
        Distribution Date on which the Certificate Principal Balances of the Regular
        Certificates have been reduced to zero, (ii) the final payment or other
        liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
        by the Terminator of the Mortgage Loans as described below and (iv) the Assumed
        Final Maturity Date as defined in the Preliminary Statement. Notwithstanding
        the
        foregoing, in no event shall the trust created hereby continue beyond the
        expiration of 21 years from the death of the last survivor of the descendants
        of
        Joseph P. Kennedy, the late ambassador of the United States to the Court
        of St.
        James’s, living on the date hereof.

       

      The
        Servicer (in such context, the “Terminator”), may, at its option, terminate this
        Agreement on any date on which the aggregate of the Stated Principal Balances
        of
        the Mortgage Loans (after giving effect to scheduled payments of principal
        due
        during the related Due Period, to the extent received or advanced, and
        unscheduled collections of principal received during the related Prepayment
        Period) on such date is equal to or less than 10% of the aggregate Stated
        Principal Balances of the Mortgage Loans on the Cut-off Date, by purchasing,
        on
        the next succeeding Distribution Date, all of the outstanding Mortgage Loans
        and
        REO Properties at a price equal to the greater of (i) the Stated Principal
        Balance of the Mortgage Loans (after giving effect to scheduled payments
        of
        principal due during the related Due Period, to the extent received or advanced,
        and unscheduled collections of principal received during the related Prepayment
        Period) and the appraised value of the REO Properties and (ii) fair market
        value
        of the Mortgage Loans and REO Properties (as determined and as agreed upon
        in
        their good faith business judgment (determined as provided in the last sentence
        of this paragraph) as of the Close of Business on the third Business Day
        next
        preceding the date upon which notice of any such termination is furnished
        to the
        related Certificateholders pursuant to Section 10.01(c) by (x) the Terminator,
        (y) the Holders of a majority in Percentage Interest in the Class C Certificates
        and (z) if the Floating-Rate Certificates will not receive all amounts owed
        to
        it as a result of the termination, the Trustee (provided that if this clause
        (z)
        applies to such determination, such determination shall, notwithstanding
        anything to the contrary herein, be based solely upon an appraisal obtained
        as
        provided in the last sentence of this paragraph)), plus accrued and unpaid
        interest thereon at the weighted average of the Mortgage Rates through the
        end
        of the Due Period preceding the final Distribution Date plus unreimbursed
        Servicing Advances, Advances, any unpaid Servicing Fees allocable to such
        Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate Carryover
        Amounts and any Swap Termination Payment payable to the Swap Provider then
        remaining unpaid or which is due to the exercise of such option (the
“Termination Price”); provided, however, such option may only be exercised if
        the Termination Price is sufficient to result in the payment of all interest
        accrued on, as well as amounts necessary to retire the principal balance
        of,
        each class of notes issued pursuant to the Indenture and any amounts owed
        to the
        NIMS Insurer (as it notifies the Trustee and Servicer in writing). If the
        determination of the fair market value of the Mortgage Loans and REO Properties
        shall be required to be made and agreed upon by the Terminator, the Holders
        of a
        majority in Percentage Interest in the Class C Certificates and the Trustee
        as
        provided in (ii) above in their good faith business judgment, such determination
        shall be based on an appraisal of the value of the Mortgage Loans and REO
        Properties conducted by an independent appraiser mutually agreed upon by
        the
        Terminator, the Holders of a majority in Percentage Interest in the Class
        C
        Certificates and the Trustee in their reasonable discretion, and (A) such
        appraisal shall be obtained at no expense to the Trustee and (B) notwithstanding
        anything to the contrary above, the Trustee may solely and conclusively rely
        on,
        and shall be protected in relying on, such appraisal in making such
        determination.

       

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

       

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

       

      (b)  Notice
        of
        any termination, specifying the Distribution Date (which shall be a date
        that
        would otherwise be a Distribution Date) upon which the Certificateholders
        may
        surrender their Certificates to the Trustee for payment of the final
        distribution and cancellation, shall be given promptly by the Trustee upon
        the
        Trustee receiving notice of such date from the Terminator, by letter to the
        Certificateholders mailed not earlier than the 15th
        day and
        not later than the 25th
        day of
        the month next preceding the month of such final distribution specifying
        (1) the
        Distribution Date upon which final distribution of the Certificates will
        be made
        upon presentation and surrender of such Certificates at the office or agency
        of
        the Trustee therein designated, (2) the amount of any such final distribution
        and (3) that the Record Date otherwise applicable to such Distribution Date
        is
        not applicable, distributions being made only upon presentation and surrender
        of
        the Certificates at the office or agency of the Trustee therein
        specified.

       

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

       

      (d)  In
        the
        event that all Certificateholders shall not surrender their Certificates
        for
        final payment and cancellation on or before such final Distribution Date,
        the
        Trustee shall promptly following such date cause all funds in the Distribution
        Account not distributed in final distribution to Certificateholders to be
        withdrawn therefrom and credited to the remaining Certificateholders by
        depositing such funds in a separate Servicing Account for the benefit of
        such
        Certificateholders, and the Servicer (if the Servicer has exercised its right
        to
        purchase the Mortgage Loans) or the Trustee (in any other case) shall give
        a
        second written notice to the remaining Certificateholders, to surrender their
        Certificates for cancellation and receive the final distribution with respect
        thereto. If within nine months after the second notice all the Certificates
        shall not have been surrendered for cancellation, the Residual
        Certificateholders shall be entitled to all unclaimed funds and other assets
        which remain subject hereto, and the Trustee upon transfer of such funds
        shall
        be discharged of any responsibility for such funds, and the Certificateholders
        shall look to the Residual Certificateholders for payment.

       

      	SECTION
              10.02  	
              Additional
                Termination Requirements.

            


       

      (a)  In
        the
        event that the Terminator exercises its purchase option as provided in Section
        10.01, each REMIC shall be terminated in accordance with the following
        additional requirements, unless the Trustee shall have been furnished with
        an
        Opinion of Counsel to the effect that the failure of the Trust to comply
        with
        the requirements of this Section will not (i) result in the imposition of
        taxes
        on “prohibited transactions” of the Trust as defined in Section 860F of the Code
        or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify
        as a REMIC at any time that any Certificates are outstanding:

       

      (i)  Within
        90
        days prior to the final Distribution Date, the Terminator shall adopt and
        the
        Trustee shall sign a plan of complete liquidation of each REMIC created
        hereunder meeting the requirements of a “Qualified Liquidation” under Section
        860F of the Code and any regulations thereunder; and

       

      (ii)  At
        or
        after the time of adoption of such a plan of complete liquidation and at
        or
        prior to the final Distribution Date, the Trustee shall sell all of the assets
        of the Trust Fund to the Terminator for cash pursuant to the terms of the
        plan
        of complete liquidation.

       

      (b)  By
        their
        acceptance of Certificates, the Holders thereof hereby agree to appoint the
        Trustee as their attorney in fact to: (i) adopt such a plan of complete
        liquidation (and the Certificateholders hereby appoint the Trustee as their
        attorney in fact to sign such plan) as appropriate and (ii) to take such
        other
        action in connection therewith as may be reasonably required to carry out
        such
        plan of complete liquidation all in accordance with the terms
        hereof.

       

      ARTICLE
        XI


      MISCELLANEOUS
        PROVISIONS

       

      	SECTION
              11.01  	
              Amendment.

            


       

      This
        Agreement may be amended from time to time by the Depositor, the Servicer
        and
        the Trustee with the consent of the NIMS Insurer and without the consent
        of the
        Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement
        any
        provisions herein which may be defective or inconsistent with any other
        provisions herein (iii) to amend the provisions of Section 3.22(b) or (iv)
        to
        make any other provisions with respect to matters or questions arising under
        this Agreement which shall not be inconsistent with the provisions of this
        Agreement; provided that such action shall not, as evidenced by either (a)
        an
        Opinion of Counsel delivered to the Trustee or (b) written notice to the
        Depositor, the Servicer and the Trustee from each Rating Agency that such
        action
        will not result in the reduction or withdrawal of the rating of any outstanding
        Class of Certificates with respect to which it is a Rating Agency, adversely
        affect in any material respect the interests of any Certificateholder. No
        amendment shall be deemed to adversely affect in any material respect the
        interests of any Certificateholder who shall have consented thereto, and
        no
        Opinion of Counsel or Rating Agency confirmation shall be required to address
        the effect of any such amendment on any such consenting Certificateholder.
        Notwithstanding the foregoing, neither an Opinion of Counsel nor written
        notice
        to the Depositor, the Servicer and the Trustee from the Rating Agencies will
        be
        required in connection with an amendment to the provisions of Section
        3.22(b).

       

      In
        addition, this Agreement may be amended from time to time by the Depositor,
        the
        Servicer and the Trustee with the consent of the NIMS Insurer, the Swap Provider
        and the Majority Certificateholders for the purpose of adding any provisions
        to
        or changing in any manner or eliminating any of the provisions of this Agreement
        or of modifying in any manner the rights of the Holders of Certificates;
        provided, however, that no such amendment or waiver shall (x) reduce in any
        manner the amount of, or delay the timing of, payments on the Certificates
        or
        distributions which are required to be made on any Certificate without the
        consent of the Holder of such Certificate, (y) adversely affect in any material
        respect the interests of the Swap Provider or Holders of any Class of
        Certificates (as evidenced by either (i) an Opinion of Counsel delivered
        to the
        Trustee or (ii) written notice to the Depositor, the Servicer and the Trustee
        from each Rating Agency that such action will not result in the reduction
        or
        withdrawal of the rating of any outstanding Class of Certificates with respect
        to which it is a Rating Agency) in a manner other than as described in clause
        (x) above, without the consent of the Holders of Certificates of such Class
        evidencing at least a 66% Percentage Interest in such Class, or (z) reduce
        the
        percentage of Voting Rights required by clause (y) above without the consent
        of
        the Holders of all Certificates of such Class then outstanding. Upon approval
        of
        an amendment, a copy of such amendment shall be sent to the Rating
        Agencies.

       

      Notwithstanding
        any provision of this Agreement to the contrary, the Trustee shall not consent
        to any amendment to this Agreement unless it shall have first received an
        Opinion of Counsel, delivered by (and at the expense of) the Person seeking
        such
        Amendment and satisfactory to the NIMS Insurer, to the effect that such
        amendment will not result in the imposition of a tax on any REMIC created
        hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions
        or cause any REMIC created hereunder constituting part of the Trust to fail
        to
        qualify as a REMIC at any time that any Certificates are outstanding and
        that
        the amendment is being made in accordance with the terms hereof.

       

      Notwithstanding
        any of the other provisions of this Section 11.01, none of the Depositor,
        the
        Servicer or the Trustee shall enter into any amendment to Section 4.05 or
        Section 11.10 of this Agreement without the prior written consent of the
        Swap
        Provider.

       

      Promptly
        after the execution of any such amendment the Trustee shall furnish, at the
        expense of the Person that requested the amendment if such Person is the
        Servicer (but in no event at the expense of the Trustee), otherwise at the
        expense of the Trust, a copy of such amendment and the Opinion of Counsel
        referred to in the immediately preceding paragraph to the Servicer, the NIMS
        Insurer and each Rating Agency.

       

      It
        shall
        not be necessary for the consent of Certificateholders under this Section
        11.01
        to approve the particular form of any proposed amendment; instead it shall
        be
        sufficient if such consent shall approve the substance thereof. The manner
        of
        obtaining such consents and of evidencing the authorization of the execution
        thereof by Certificateholders shall be subject to such reasonable regulations
        as
        the Trustee may prescribe.

       

      The
        Trustee may, but shall not be obligated to, enter into any amendment pursuant
        to
        this Section 11.01 that affects its rights, duties and immunities under this
        Agreement or otherwise.

       

      	SECTION
              11.02  	
              Recordation
                of Agreement; Counterparts.

            


       

      To
        the
        extent permitted by applicable law, this Agreement is subject to recordation
        in
        all appropriate public offices for real property records in all the counties
        or
        other comparable jurisdictions in which any or all of the properties subject
        to
        the Mortgages are situated, and in any other appropriate public recording
        office
        or elsewhere, such recordation to be effected by the Servicer at the expense
        of
        the Trust, but only upon direction of Certificateholders accompanied by an
        Opinion of Counsel to the effect that such recordation materially and
        beneficially affects the interests of the Certificateholders.

       

      For
        the
        purpose of facilitating the recordation of this Agreement as herein provided
        and
        for other purposes, this Agreement may be executed simultaneously in any
        number
        of counterparts, each of which counterparts shall be deemed to be an original,
        and such counterparts shall together constitute but one and the same
        instrument.

       

      	SECTION
              11.03  	
              Limitation
                on Rights of Certificateholders.

            


       

      The
        death
        or incapacity of any Certificateholder shall not (i) operate to terminate
        this
        Agreement or the Trust, (ii) entitle such Certificateholder’s legal
        representatives or heirs to claim an accounting or to take any action or
        proceeding in any court for a partition or winding up of the Trust, or (iii)
        otherwise affect the rights, obligations and liabilities of the parties hereto
        or any of them.

       

      Except
        as
        expressly provided for herein, no Certificateholder shall have any right
        to vote
        or in any manner otherwise control the operation and management of the Trust,
        or
        the obligations of the parties hereto, nor shall anything herein set forth
        or
        contained in the terms of the Certificates be construed so as to constitute
        the
        Certificateholders from time to time as partners or members of an association;
        nor shall any Certificateholder be under any liability to any third person
        by
        reason of any action taken by the parties to this Agreement pursuant to any
        provision hereof.

       

      No
        Certificateholder shall have any right by virtue of any provision of this
        Agreement to institute any suit, action or proceeding in equity or at law
        upon
        or under or with respect to this Agreement, unless such Holder previously
        shall
        have given to the Trustee a written notice of default and of the continuance
        thereof, as hereinbefore provided, and unless also the Holders of Certificates
        entitled to at least 25% of the Voting Rights shall have made written request
        upon the Trustee to institute such action, suit or proceeding in its own
        name as
        Trustee hereunder and shall have offered to the Trustee such reasonable
        indemnity as it may require against the costs, expenses and liabilities to
        be
        incurred therein or thereby, and the Trustee for 15 days after its receipt
        of
        such notice, request and offer of indemnity, shall have neglected or refused
        to
        institute any such action, suit or proceeding. It is understood and intended,
        and expressly covenanted by each Certificateholder with every other
        Certificateholder and the Trustee, that no one or more Holders of Certificates
        shall have any right in any manner whatever by virtue of any provision of
        this
        Agreement to affect, disturb or prejudice the rights of the Holders of any
        other
        of such Certificates, or to obtain or seek to obtain priority over or preference
        to any other such Holder, which priority or preference is not otherwise provided
        for herein, or to enforce any right under this Agreement, except in the manner
        herein provided and for the equal, ratable and common benefit of all
        Certificateholders. For the protection and enforcement of the provisions
        of this
        Section 11.03 each and every Certificateholder and the Trustee shall be entitled
        to such relief as can be given either at law or in equity.

       

      	SECTION
              11.04  	
              Governing
                Law; Jurisdiction.

            


       

      This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, and the obligations, rights and remedies of the parties hereunder shall
        be
        determined in accordance with such laws. With respect to any claim arising
        out
        of this Agreement, each party irrevocably submits to the exclusive jurisdiction
        of the courts of the State of New York and the United States District Court
        located in the Borough of Manhattan in The City of New York, and each party
        irrevocably waives any objection which it may have at any time to the laying
        of
        venue of any suit, action or proceeding arising out of or relating hereto
        brought in any such courts, irrevocably waives any claim that any such suit,
        action or proceeding brought in any such court has been brought in any
        inconvenient forum and further irrevocably waives the right to object, with
        respect to such claim, suit, action or proceeding brought in any such court,
        that such court does not have jurisdiction over such party, provided that
        service of process has been made by any lawful means.

       

      	SECTION
              11.05  	
              Notices.

            


       

      All
        directions, demands and notices hereunder shall be in writing and shall be
        deemed to have been duly given if personally delivered at or mailed by first
        class mail, postage prepaid, by facsimile or by express delivery service,
        to (a)
        in the case of the Servicer, Option One Mortgage Corporation, 3 Ada, Irvine,
        California 92618, or such other address or telecopy number as may hereafter
        be
        furnished to the Depositor, the NIMS Insurer and the Trustee in writing by
        the
        Servicer, (b) in the case of the Trustee, Deutsche Bank National Trust Company,
        1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention:
        Trust
        Administration - GC06O3 (telecopy number: (714) 247-6478), or such other
        address
        or telecopy number as may hereafter be furnished to the Depositor, the NIMS
        Insurer and the Servicer in writing by the Trustee (c) in the case of the
        Depositor, Financial Asset Securities Corp., 600 Steamboat Road, Greenwich,
        Connecticut 06830, Attention: Legal, or such other address as may be furnished
        to the Servicer, the NIMS Insurer and the Trustee in writing by the Depositor
        and (d) in the case of the NIMS Insurer, such address furnished to the
        Depositor, the Servicer and the Trustee in writing by the NIMS Insurer, or
        such
        other address or telecopy number as may hereafter be furnished to the Depositor,
        the Servicer and the Trustee in writing by the NIMS Insurer. Any notice required
        or permitted to be mailed to a Certificateholder shall be given by first
        class
        mail, postage prepaid, at the address of such Holder as shown in the Certificate
        Register. Notice of any Servicer Event of Termination shall be given by telecopy
        and by certified mail. Any notice so mailed within the time prescribed in
        this
        Agreement shall be conclusively presumed to have duly been given when mailed,
        whether or not the Certificateholder receives such notice. A copy of any
        notice
        required to be telecopied hereunder shall also be mailed to the appropriate
        party in the manner set forth above.

       

      	SECTION
              11.06  	
              Severability
                of Provisions.

            


       

      If
        any
        one or more of the covenants, agreements, provisions or terms of this Agreement
        shall for any reason whatsoever be held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms of this Agreement and shall in
        no way
        affect the validity or enforceability of the other provisions of this Agreement
        or of the Certificates or the rights of the Holders thereof.

       

      	SECTION
              11.07  	
              Article
                and Section References.

            


       

      All
        article and section references used in this Agreement, unless otherwise
        provided, are to articles and sections in this Agreement.

       

      	SECTION
              11.08  	
              Notice
                to the Rating Agencies and the NIMS
                Insurer.

            


       

      (a)  Each
        of
        the Trustee and the Servicer shall be obligated to use its best reasonable
        efforts promptly to provide notice to the Rating Agencies and the NIMS Insurer
        with respect to each of the following of which a Responsible Officer of the
        Trustee or Servicer, as the case may be, has actual knowledge:

       

      (i)  any
        material change or amendment to this Agreement;

       

      (ii)  the
        occurrence of any Servicer Event of Termination that has not been cured or
        waived;

       

      (iii)  the
        resignation or termination of the Servicer or the Trustee;

       

      (iv)  the
        final
        payment to Holders of the Certificates of any Class;

       

      (v)  any
        change in the location of any Account; and

       

      (vi)  if
        the
        Trustee is acting as successor Servicer pursuant to Section 7.02 hereof,
        any
        event that would result in the inability of the Trustee to make
        Advances.

       

      (b)  In
        addition, the Trustee shall promptly make available to each Rating Agency
        copies
        of each Statement to Certificateholders described in Sections 4.03 and 3.19
        hereof and the Servicer shall promptly furnish to each Rating Agency copies
        of
        the following:

       

      (i)  each
        annual statement as to compliance described in Section 3.20 hereof;

       

      (ii)  each
        annual independent public accountants’ servicing report described in Section
        3.21 hereof; and

       

      (iii)  each
        notice delivered pursuant to Section 7.01(a) hereof which relates to the
        fact
        that the Servicer has not made an Advance.

       

      Any
        such
        notice pursuant to this Section 11.08 shall be in writing and shall be deemed
        to
        have been duly given if personally delivered or mailed by first class mail,
        postage prepaid, or by express delivery service to (i) Fitch Ratings, 1 State
        Street Plaza, New York, New York 10004 and (ii) Standard & Poor’s, a
        division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st Floor,
        New
        York, NY 10041, Attention: Residential Mortgage Surveillance Group.

       

      	SECTION
              11.09  	
              Further
                Assurances.

            


       

      Notwithstanding
        any other provision of this Agreement, neither the Regular Certificateholders
        nor the Trustee shall have any obligation to consent to any amendment or
        modification of this Agreement unless they have been provided reasonable
        security or indemnity against their out-of-pocket expenses (including reasonable
        attorneys’ fees) to be incurred in connection therewith.

       

      	SECTION
              11.10  	
              Third
                Party Rights.

            


       

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

       

      	SECTION
              11.11  	
              Benefits
                of Agreement.

            


       

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

       

      	SECTION
              11.12  	
              Acts
                of Certificateholders.

            


       

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

       

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

       

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

       

      	SECTION
              11.13  	
              Intention
                of the Parties and Interpretation. 

            


       

      Each
        of
        the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
        and
        4.07 of this Agreement is to facilitate compliance by the Depositor with
        the
        provisions of Regulation AB promulgated by the SEC under the 1934 Act (17
        C.F.R.
§§ 229.1100-229.1123), as such may be amended from time to time and subject
        to
        clarification and interpretive advice as may be issued by the staff of the
        SEC
        from time to time. Therefore, each of the parties agrees that (a) the
        obligations of the parties hereunder shall be interpreted in such a manner
        as to
        accomplish that purpose, (b) the parties’ obligations hereunder will be
        supplemented and modified as necessary to be consistent with any such
        amendments, interpretive advice or guidance, convention or consensus among
        active participants in the asset-backed securities markets, advice of counsel,
        or otherwise in respect of the requirements of Regulation AB, (c) the parties
        shall comply with requests made by the Depositor for delivery of additional
        or
        different information as the Depositor may determine in good faith is necessary
        to comply with the provisions of Regulation AB, and (d) no amendment of this
        Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
        provisions of Regulation AB.

       


      
        
          
             

          

           

        

        
           

          
            

          

        

        
           

          
            


          

        

      



      IN
        WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused
        their
        names to be signed hereto by their respective officers thereunto duly
        authorized, all as of the day and year first above written.

       

       

       

      
        	 	 	 
	 	
                FINANCIAL
                  ASSET
                  SECURITIES CORP.,

                as Depositor

              
	 
 	 
 	 
 
	 	By:  	/s/ Patrick
                Leo
	 	Name:	
                
 
Patrick
                Leo
	 	Title: 	 
                Vice President


      

       

       

      
        
          	 	 	 
	 	
                  
                    OPTION
                      ONE MORTGAGE CORPORATION., 

                    as
                      Servicer

                  

                
	 
 	 
 	 
 
	 	By:  	/s/ Charles
                  R. Fulton
	 	Name:	
                  
 
Charles
                  R. Fulton
	 	Title: 	 
                  Vice President


        

         

        
          
             

            
              	 	 	 
	 	
                      
                        DEUTSCHE
                          BANK NATIONAL TRUST COMPANY, as Trustee

                      

                    
	 
 	 
 	 
 
	 	By:  	/s/ Ronaldo
                      Reyes
	 	Name:	
                      
 
Ronaldo
                      Reyes
	 	Title: 	 
                      Vice President


            

             

            
              
                	 	 	 
	 	By:  	/s/ Hang
                        Luu
	 	Name:	
                        
 
Hang
                        Luu
	 	Title: 	 
                        Authorized Signer


              

               

            

          

        

      


      
        
           

           

           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                STATE
                  OF CONNECTICUT

              	
                )

              	 
	 	
                )
                  ss.:

              	 
	
                COUNTY
                  OF 

              	
                )

              	 


      

      


      On
        the
        ____ day of May, 2006 before me, a notary public in and for said State,
        personally appeared ___________________known to me to be a ____________________
        of Financial Asset Securities Corp., a Delaware corporation that executed
        the
        within instrument, and also known to me to be the person who executed it
        on
        behalf of said corporation, and acknowledged to me that such corporation
        executed the within instrument.

       

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

       

      _____________________________

       

      Notary
        Public

       


      
        
           

           

           

        

        
           

          
            

          

        

        
           

        

      


      


       

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )
                  ss.:

              	 
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

      


       

      On
        the____ day of May, 2006 before me, a notary public in and for said State,
        personally appeared ________________________known to me to be a
        ___________________ of Option One Mortgage Corporation, a corporation that
        executed the within instrument, and also known to me to be the person who
        executed it on behalf of said corporation, and acknowledged to me that such
        corporation executed the within instrument.

       

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

       

      _____________________________

       

      Notary
        Public

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )
                  ss.:

              	 
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

      


       

      On
        the
        ___ day of May, 2006 before me, a notary public in and for said State,
        personally appeared_______________________, known to me to be
        a(n)________________________ and ________________________, known to me to
        be
        a(n) ________________________of Deutsche Bank National Trust Company, one
        of the
        entities that executed the within instrument, and also known to me to be
        the
        person who executed it on behalf of said association, and acknowledged to
        me
        that such corporation executed the within instrument.

       

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

       

      _____________________________

       

      Notary
        Public

    

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS I-A-1 CERTIFICATE

     

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

     

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

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

               

            	
              :

               

            	
              $751,533,000.00

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

               

            	
              :

               

            	
              $751,533,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PE 2

               

            
	
              Class

               

            	
              :

               

            	
              I-A-1

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      I-A-1

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      May __, 2006

    
      	 	 	 
	 	
              SOUNDVIEW
                HOME LOAN TRUST 2006-OPT3

               

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY, not in its individual capacity, but
                solely as
                Trustee

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            
	 	 


    

     

     

    This
      is
      one of the Certificates referenced

    in
      the
      within-mentioned Agreement

     

    
      	 	 	 	 	 
	By:	 	 	 	 
	 	
              

            	 	 	
            
	 	
              Authorized
                Signatory of

              Deutsche
                Bank National Trust Company,

              as
                Trustee

            	 	 	 





    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class I-A-1 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS II-A-1 CERTIFICATE

     

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

     

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

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

               

            	
              :

               

            	
              $394,768,000.00

               

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

               

            	
              :

               

            	
              $394,768,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PF 9

               

            
	
              Class

               

            	
              :

               

            	
              II-A-1

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      II-A-1

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

     

     

    
      Dated:
        May __, 2006

      
        	 	 	 
	 	
                
                  SOUNDVIEW
                    HOME LOAN TRUST 2006-OPT3

                   

                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                    but solely as
                    Trustee

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                

              
	 	 


      

       

       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

       

      
        	 	 	 	 	 
	By:	 	 	 	 
	 	
                

              	 	 	
              
	 	
                Authorized
                  Signatory of

                Deutsche
                  Bank National Trust Company,

                as
                  Trustee

              	 	 	 


      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-1 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS II-A-2 CERTIFICATE

     

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

     

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

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

               

            	
              :

               

            	
              $181,200,000.00

               

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

               

            	
              :

               

            	
              $181,200,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PG 7

               

            
	
              Class

               

            	
              :

               

            	
              II-A-2

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      II-A-2

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
       

      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-2 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS II-A-3 CERTIFICATE

     

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

     

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

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

               

            	
              :

               

            	
              $157,393,000.00

               

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

               

            	
              :

               

            	
              $157,393,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PH 5

               

            
	
              Class

               

            	
              :

               

            	
              II-A-3

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      II-A-3

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    [Reverse
      of Class II-A-3 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date the Servicer may purchase, in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS II-A-4 CERTIFICATE

     

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

     

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

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

               

            	
              :

               

            	
              $41,106,000.00

               

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

               

            	
              :

               

            	
              $41,106,00000

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PJ 1

            
	
              Class

               

            	
              :

               

            	
              II-A-4

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      II-A-4

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-4 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS M-1 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES AND THE CLASS
      II-A-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $165,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $165,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PK 8

               

            
	
              Class

               

            	
              :

               

            	
              M-1

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-1

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-1 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS M-2 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS
      I-A-1 CERTIFICATES, THE CLASS II-A-1 CERTIFICATES, THE CLASS II-A-2, THE CLASS
      II-A-3 CERTIFICATES, THE CLASS II-A-4 CERTIFICATES
      AND THE
      CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $40,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $40,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PL 6

               

            
	
              Class

               

            	
              :

               

            	
              M-2

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-2

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-2 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS M-3 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $36,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $36,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PM 4

               

            
	
              Class

               

            	
              :

               

            	
              M-3

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-3

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-3 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date the Servicer may purchase, in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS M-4 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE
      CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $34,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $34,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PN 2

               

            
	
              Class

               

            	
              :

               

            	
              M-4

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-4

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-4 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-10

     

    FORM
      OF
      CLASS M-5 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS
      M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $33,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $33,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PP 7

               

            
	
              Class

               

            	
              :

               

            	
              M-5

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-5

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-5 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-5 Certificate (obtained by dividing the Denomination
      of this Class M-5 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-5 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-5 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-5 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-5 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-5 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS M-6 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS
      M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES
      TO
      THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $32,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $32,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PQ 5

            
	
              Class

               

            	
              :

               

            	
              M-6

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-6

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-6 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
      of this Class M-6 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-6 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-6 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-6 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-6 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-6 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     

    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-12

     

    FORM
      OF
      CLASS M-7 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS
      M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND
      THE
      CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $27,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $27,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PR 3

               

            
	
              Class

               

            	
              :

               

            	
              M-7

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-7

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-7 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
      of this Class M-7 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-7 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-7 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-7 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-7 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-7 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-13

     

    FORM
      OF
      CLASS M-8 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS
      M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE
      CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED
      IN
      THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $22,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $22,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PS 1

               

            
	
              Class

               

            	
              :

               

            	
              M-8

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-8

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-8 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
      of this Class M-8 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-8 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-8 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-8 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-8 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-8 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-14

     

    FORM
      OF
      CLASS M-9 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS
      M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE
      CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS M-8
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
      REFERRED TO HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”)
      AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

    


     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $
                16,000,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $
                16,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PT 9

            
	
              Class

               

            	
              :

               

            	
              M-9

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-9

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-9 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
      of this Class M-9 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-10 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue
      of the acceptance hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-9 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-9 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-9 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS M-10 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS
      M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE
      CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES
      AND THE CLASS M-9 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”)
      AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

    


     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $20,000,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $20,000,000.00

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PU 6

            
	
              Class

               

            	
              :

               

            	
              M-10

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-10

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-10 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-10 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-10 Certificate (obtained by dividing the Denomination
      of this Class M-10 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-10 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-10 Certificate by
      virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-10 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class M-10 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    

    
       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-10 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-16

     

    FORM
      OF
      CLASS M-11 CERTIFICATE

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS
      M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE
      CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES,
      THE CLASS M-9 CERTIFICATES AND THE CLASS M-10 CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
      CERTIFICATE WHO IS AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
      AS AMENDED (“ERISA”), SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH
      IN SECTION 5.02(D) OF THE AGREEMENT MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”)
      AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

    


     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

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

               

            	
              :

               

            	
              $18,000,000.00

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $18,000,000.00

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              6.0000%

               

            
	
              CUSIP

               

            	
              :

               

            	
              83611M
                PV 4

               

            
	
              Class

               

            	
              :

               

            	
              M-11

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              June
                2036

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      M-11

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-11 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-11 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-11 Certificate (obtained by dividing the Denomination
      of this Class M-11 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class M-11 Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class M-11 Certificate by
      virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, any transferee of this
      Certificate who is a Plan subject to ERISA or Section 4975 of the Code, any
      Person acting, directly or indirectly, on behalf of any such Plan or any person
      using Plan Assets to acquire this Certificate shall be deemed to have made
      the
      representation made except in accordance with Section 5.02(d) of the
      Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-11 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class M-11 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-11 Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


     


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-17

     

    FORM
      OF
      CLASS C CERTIFICATES

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2, THE CLASS II-A-3 CERTIFICATES, THE CLASS II-A-4
      CERTIFICATES, THE CLASS A-6 CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS
      M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE
      CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES,
      THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES, THE CLASS M-10
      CERTIFICATES AND THE CLASS M-11 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

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


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

               

            	
              :

               

            	
              $
                30,999,925.97

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

               

            	
              :

               

            	
              $
                30,999,925.97

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              C

               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      C

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

    This
      certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the
      Percentage Interest evidenced by this Class C Certificate (obtained by dividing
      the Denomination of this Class C Certificate by the Original Class Certificate
      Principal Balance) in certain distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class C Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Class C Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Servicer or the Depositor; or there shall be delivered to the
      Trustee and the Depositor a transferor certificate by the transferor and an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

    


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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class C Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-18

     

    FORM
      OF
      CLASS P CERTIFICATE

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

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

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Initial
                Certificate Principal Balance

              of
                this Certificate (“Denomination”)

               

            	
              :

               

            	
              $100.00

               

            
	
              Original
                Class Certificate

              Principal
                Balance of this Class

               

            	
              :

               

            	
              $100.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              P

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      P

     

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

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

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

     

    This
      certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the
      Percentage Interest evidenced by this Class P Certificate (obtained by dividing
      the Denomination of this Class P Certificate by the Original Class Certificate
      Principal Balance) in certain distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of May 1, 2006 (the “Agreement”) among the Depositor, Option
      One Mortgage Corporation, as servicer (the “Servicer”), and Deutsche Bank
      National Trust Company, a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class P Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Class P Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    This
      Certificate does not have a pass-through rate and will be entitled to
      distributions only to the extent set forth in the Agreement.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Servicer or the Depositor; or there shall be delivered to the
      Trustee and the Depositor a transferor certificate by the transferor and an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class P Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS R CERTIFICATE

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

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

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              R

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      R

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting primarily of
      a
      pool of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage
      Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Servicer or the Trustee referred to below
      or
      any of their respective affiliates.

     

    This
      certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the
      Percentage Interest evidenced by this Certificate specified above in the
      interest represented by all Certificates of the Class to which this Certificate
      belongs in a Trust consisting primarily of the Mortgage Loans deposited by
      Financial Asset Securities Corp. (the “Depositor”). The Trust was created
      pursuant to a Pooling and Servicing Agreement dated as of May 1, 2006 (the
      “Agreement”) among the Depositor, Option One Mortgage Corporation, as servicer
      (the “Servicer”), and Deutsche Bank National Trust Company, a national banking
      association, as trustee (the “Trustee”). To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    This
      Certificate does not have a principal balance or pass-through rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      Office or the office or agency maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Servicer or the Depositor; or there shall be delivered to the
      Trustee and the Depositor a transferor certificate by the transferor and an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

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

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee of (a) a transfer
      affidavit of the proposed transferee and (b) a transfer certificate of the
      transferor, each of such documents to be in the form described in the Agreement,
      (iii) each person holding or acquiring any Ownership Interest in this
      Certificate must agree to require a transfer affidavit and to deliver a transfer
      certificate to the Trustee as required pursuant to the Agreement, (iv) each
      person holding or acquiring an Ownership Interest in this Certificate must
      agree
      not to transfer an Ownership Interest in this Certificate if it has actual
      knowledge that the proposed transferee is not a Permitted Transferee and (v)
      any
      attempted or purported transfer of any Ownership Interest in this Certificate
      in
      violation of such restrictions will be absolutely null and void and will vest
      no
      rights in the purported transferee. Pursuant to the Agreement, The Trustee
      will
      provide the Internal Revenue Service and any pertinent persons with the
      information needed to compute the tax imposed under the applicable tax laws
      on
      transfers of residual interests to disqualified organizations, if any person
      other than a Permitted Transferee acquires an Ownership Interest on a Class
      R
      Certificate in violation of the restrictions mentioned above.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class R Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3 Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
 


    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-20

     

    FORM
      OF
      CLASS R-X CERTIFICATES

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
      WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

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

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              May
                1, 2006

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              June
                26, 2006

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              R-X

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    Series
      2006-OPT3

    CLASS
      R-X

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting primarily of
      a
      pool of first lien adjustable rate and fixed rate mortgage loans (the “Mortgage
      Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Servicer or the Trustee referred to below
      or
      any of their respective affiliates.

     

    This
      certifies that GREENWICH CAPITAL MARKETS, INC. is the registered owner of the
      Percentage Interest evidenced by this Certificate specified above in the
      interest represented by all Certificates of the Class to which this Certificate
      belongs in a Trust consisting primarily of the Mortgage Loans deposited by
      Financial Asset Securities Corp. (the “Depositor”). The Trust was created
      pursuant to a Pooling and Servicing Agreement dated as of May 1, 2006 (the
      “Agreement”) among the Depositor, Option One Mortgage Corporation, as servicer
      (the “Servicer”), and Deutsche Bank National Trust Company, a national banking
      association, as trustee (the “Trustee”). To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    This
      Certificate does not have a principal balance or pass-through rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      Office or the office or agency maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Servicer or the Depositor; or there shall be delivered to the
      Trustee and the Depositor a transferor certificate by the transferor and an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

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

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee of (a) a transfer
      affidavit of the proposed transferee and (b) a transfer certificate of the
      transferor, each of such documents to be in the form described in the Agreement,
      (iii) each person holding or acquiring any Ownership Interest in this
      Certificate must agree to require a transfer affidavit and to deliver a transfer
      certificate to the Trustee as required pursuant to the Agreement, (iv) each
      person holding or acquiring an Ownership Interest in this Certificate must
      agree
      not to transfer an Ownership Interest in this Certificate if it has actual
      knowledge that the proposed transferee is not a Permitted Transferee and (v)
      any
      attempted or purported transfer of any Ownership Interest in this Certificate
      in
      violation of such restrictions will be absolutely null and void and will vest
      no
      rights in the purported transferee. Pursuant to the Agreement, The Trustee
      will
      provide the Internal Revenue Service and any pertinent persons with the
      information needed to compute the tax imposed under the applicable tax laws
      on
      transfers of residual interests to disqualified organizations, if any person
      other than a Permitted Transferee acquires an Ownership Interest on a Class
      R-X
      Certificate in violation of the restrictions mentioned above.

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    
      
        Dated:
          May __, 2006

        
          	 	 	 
	 	
                  
                    
                      SOUNDVIEW
                        HOME LOAN TRUST 2006-OPT3

                       

                      DEUTSCHE
                        BANK NATIONAL TRUST COMPANY, not in its individual capacity,
                        but solely as
                        Trustee

                    

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  

                
	 	 


        

         

         

        This
          is
          one of the Certificates referenced

        in
          the
          within-mentioned Agreement

         

        
          	 	 	 	 	 
	By:	 	 	 	 
	 	
                  

                	 	 	
                
	 	
                  Authorized
                    Signatory of

                  Deutsche
                    Bank National Trust Company,

                  as
                    Trustee

                	 	 	 


        

      

       

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class R-X Certificate]

     

    Soundview
      Home Loan Trust 2006-OPT3

    Asset-Backed
      Certificates,

    SERIES
      2006-OPT3

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer may purchase,
      in
      whole, from the Trust the Mortgage Loans at a purchase price determined as
      provided in the Agreement. In the event that no such optional termination
      occurs, the obligations and responsibilities created by the Agreement will
      terminate upon notice to the Trustee upon the earliest of (i) the Distribution
      Date on which the Certificate Principal Balances of the Regular Certificates
      have been reduced to zero, (ii) the final payment or other liquidation of the
      last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicer
      of
      the Mortgage Loans as described in the Agreement and (iv) the Distribution
      Date
      in June 2036.

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

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

     

    
      	 
	 


    

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

     

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

     

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

    
      	 


    

    


     

    Dated:_________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      B

     

    [RESERVED]

     

    
 


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      C

     

    FORM
      OF
      MORTGAGE LOAN PURCHASE AGREEMENT

     

    

      OPTION
        ONE MORTGAGE CORPORATION,

       

      as
        Originator and Seller

       

      OPTION
        ONE OWNER TRUST 2001-1B,

       

      OPTION
        ONE OWNER TRUST 2001-2,

       

      OPTION
        ONE OWNER TRUST 2002-3,

       

      OPTION
        ONE OWNER TRUST 2003-4,

       

      OPTION
        ONE OWNER TRUST 2003-5,

       

      OPTION
        ONE OWNER TRUST 2005-6,

       

      OPTION
        ONE OWNER TRUST 2005-7,

       

      OPTION
        ONE OWNER TRUST 2005-8,

       

      OPTION
        ONE OWNER TRUST 2005-9

       

      


       

      as
        Sellers

       

      and

       

      


       

      FINANCIAL
        ASSET SECURITIES CORP.,

      as
        Purchaser

       

      


       

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      


       

      Dated
        as
        of April 13, 2006

       

      


       

      Adjustable-Rate
        and Fixed-Rate Mortgage Loans

       

      Soundview
        Home Loan Trust 2006-OPT3

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Table
        of Contents

       

      
        	
                ARTICLE
                  I.

              
	
                DEFINITIONS

              
	 
	
                Section
                  1.01

              	
                Definitions

              
	 	 
	
                ARTICLE
                  II.

              
	
                SALE
                  OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

              
	 
	
                Section
                  2.01

              	
                Sale
                  of Mortgage Loans

              
	
                Section
                  2.02

              	
                Obligations
                  of the Originator Upon Sale

              
	
                Section
                  2.03

              	
                Payment
                  of Purchase Price for the Mortgage Loans.

              
	 	 
	
                ARTICLE
                  III.

              
	
                REPRESENTATIONS
                  AND WARRANTIES; REMEDIES FOR BREACH

              
	 
	
                Section
                  3.01

              	
                Originator
                  Representations and Warranties Relating to the Mortgage
                  Loans.

              
	
                Section
                  3.02

              	
                Originator
                  Representations and Warranties Relating to Option One Mortgage
                  Corporation.

              
	
                Section
                  3.03

              	
                Seller
                  Trust Representations and Warranties 

              
	
                Section
                  3.04

              	
                Remedies
                  for Breach of Representations and Warranties

              
	 	 
	
                ARTICLE
                  IV.

              
	
                SELLER’S
                  COVENANTS

              
	 
	
                Section
                  4.01

              	
                Covenants
                  of the Originator

              
	 	 
	
                ARTICLE
                  V.

              
	
                INDEMNIFICATION
                  WITH RESPECT TO THE MORTGAGE LOANS

              
	 
	
                Section
                  5.01

              	
                Indemnification.

              
	 	 
	
                ARTICLE
                  VI.

              
	
                TERMINATION

              
	 
	
                Section
                  6.01

              	
                Termination

              
	 	 
	
                ARTICLE
                  VII.

              
	
                MISCELLANEOUS
                  PROVISIONS

              
	 
	
                Section
                  7.01

              	
                Amendment

              
	
                Section
                  7.02

              	
                Governing
                  Law

              
	
                Section
                  7.03

              	
                Notices

              
	
                Section
                  7.04

              	
                Severability
                  of Provisions

              
	
                Section
                  7.05

              	
                Counterparts

              
	
                Section
                  7.06

              	
                Further
                  Agreements

              
	
                Section
                  7.07

              	
                Intention
                  of the Parties

              
	
                Section
                  7.08

              	
                Successors
                  and Assigns; Assignment of Purchase Agreement

              
	
                Section
                  7.09

              	
                Survival

              
	
                Section
                  7.10

              	
                Owner
                  Trustee

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      MORTGAGE
        LOAN PURCHASE AGREEMENT, dated as of April 13, 2006 (the “Agreement”), among
        Option One Mortgage Corporation (the “Originator”), Option One Owner Trust
        2001-1B (“Seller Trust 1B”), Option One Owner Trust 2001-2 (“Seller Trust 2”),
        Option One Owner Trust 2002-3 (“Seller Trust 3”), Option One Owner Trust 2003-4
        (“Seller Trust 4”), Option One Owner Trust 2003-5 (“Seller Trust 5”), Option One
        Owner Trust 2005-6 (“Seller Trust 6”), Option One Owner Trust 2005-7 (“Seller
        Trust 7”), Option One Owner Trust 2005-8 (“Seller Trust 2005-8) and Option One
        Owner Trust 2005-9 (“Seller Trust 2005-9); each of Seller Trust 1A, Seller Trust
        1B, Seller Trust 2, Seller Trust 3, Seller Trust 4, Seller Trust 5, Seller
        Trust
        6, Seller Trust 7, Seller Trust 8 and Seller Trust 9, a “Seller
        Trust”
and
        collectively the “Seller
        Trusts”)
        (the
        Originator and each Seller Trust a “Seller” and collectively the “Sellers”) and
        Financial Asset Securities Corp. (the “Purchaser”).

       

      WITNESSETH

       

      WHEREAS,
        each Seller is the owner of (a) the notes or other evidence of indebtedness
        (the
“Mortgage Notes”) so indicated on the applicable Schedule hereto referred to
        below and (b) the other documents or instruments constituting the Mortgage
        File
        (collectively, the “Mortgage Loans”); and

       

      WHEREAS,
        the Sellers, as of the date hereof, own the mortgages (the “Mortgages”) on the
        properties (the “Mortgaged Properties”) securing such Mortgage Loans, including
        rights to (a) any property acquired by foreclosure or deed in lieu of
        foreclosure or otherwise and (b) the proceeds of any insurance policies covering
        the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage
        Loans; and

       

      WHEREAS,
        the parties hereto desire that the Sellers sell the Mortgage Loans to the
        Purchaser pursuant to the terms of this Agreement; and

       

      WHEREAS,
        each Seller Trust is an indirect subsidiary of the Originator and the Originator
        is the administrator of each Seller Trust; and

       

      WHEREAS,
        the Originator originated or acquired the Mortgage Loans and subsequently
        sold
        the Mortgage Loans to the applicable Seller Trust; and

       

      WHEREAS,
        pursuant to the terms of a Pooling and Servicing Agreement dated as of May
        1,
        2006 (the “Pooling and Servicing Agreement”) among the Purchaser as depositor,
        the Originator as servicer and Deutsche Bank National Trust Company as trustee
        (the “Trustee”), the Purchaser will convey the Mortgage Loans to Soundview Home
        Loan Trust 2006-OPT3 (the “Trust”); and

       

      WHEREAS,
        the Originator is obligated, in connection with the transactions contemplated
        by
        this Agreement, to make certain representations, warranties and covenants
        with
        respect to itself and the Mortgage Loans; and

       

      WHEREAS,
        each Seller Trust is obligated, in connection with the transactions contemplated
        by this Agreement, to make certain representations, warranties and covenants
        with respect to itself.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants herein contained, the
        parties hereto agree as follows:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        I.

       

      DEFINITIONS

       

      Section
        1.01  Definitions.
        All
        capitalized terms used but not defined herein and below shall have the meanings
        assigned thereto in the Pooling and Servicing Agreement.

       

      “ORIGINATOR
        INFORMATION”:
        The
        information contained in the Prospectus Supplement, read either individually
        or
        collectively under “SUMMARY OF TERMS—Mortgage Loans,” the first sentence of the
        fourth bullet point under “RISK FACTORS—Unpredictability of Prepayments and
        Effect on Yields,” the second sentence under “RISK FACTORS—Payment Status of the
        Mortgage Loans,” the first sentence under “RISK FACTORS—Interest Only Mortgage
        Loans,” the second sentence under “RISK FACTORS—Second Lien Loan Risk,” the
        first sentence under “RISK FACTORS—Interest Only Mortgage Loans,” the second
        sentence of the third bullet point under “RISK FACTORS—Interest Generated by the
        Mortgage Loans May Be Insufficient to Maintain Overcollateralization,” the first
        and second sentence under “RISK FACTORS—Simultaneous Second Lien Risk,” “THE
        MORTGAGE POOL,” the first sentence of the fifth paragraph under “YIELD,
        PREPAYMENT AND MATURITY CONSIDERATIONS”, “THE ORIGINATOR AND THE SPONSOR” and
“THE SERVICER.”

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        II.

       

      SALE
        OF
        MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

       

      Section
        2.01  Sale
        of Mortgage Loans.
        The
        applicable Seller, concurrently with the execution and delivery of this
        Agreement, does hereby sell, assign, set over, and otherwise convey to the
        Purchaser, without recourse, (i) all of its right, title and interest in
        and to
        each Mortgage Loan, identified on the related Schedule, including the related
        Cut-off Date Principal Balance, all interest accruing thereon on or after
        the
        Cut-off Date and all collections in respect of interest and principal due
        after
        the Cut-off Date; (ii) property which secured such Mortgage Loan and which
        has
        been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest
        in any insurance policies in respect of the Mortgage Loans; and (iv) all
        proceeds of any of the foregoing. In addition to the sale of the Mortgage
        Loans,
        the Originator will direct the Trustee to enter into the Interest Rate Swap
        Agreement and Swap Administration Agreement on behalf of the Trust.

       

      Section
        2.02  Obligations
        of the Originator Upon Sale.
        In
        connection with any transfer pursuant to Section 2.01 hereof, the Originator
        further agrees, at its own expense on or prior to the Closing Date, (a) to
        cause
        its books and records and the books and records of each Seller Trust, to
        indicate that the Mortgage Loans have been sold to the Purchaser pursuant
        to
        this Agreement and (b) to deliver to the Purchaser and the Trustee a computer
        file containing a true and complete list of all such Mortgage Loans specifying
        for each such Mortgage Loan, as of the Cut-off Date, (i) its account number
        and
        (ii) the Cut-off Date Principal Balance. Such files, which form a part of
        Exhibit D to the Pooling and Servicing Agreement, shall also be marked as
        Schedule I to this Agreement and are hereby incorporated into and made a
        part of
        this Agreement.

       

      In
        connection with any conveyance by the Sellers, the Originator shall on behalf
        of
        the Purchaser deliver to, and deposit with the Trustee (or the Custodian
        on
        behalf of the Trustee), as assignee of the Purchaser, on or before the Closing
        Date, the following documents or instruments with respect to each Mortgage
        Loan:

       

      (i)  the
        original Mortgage Note, endorsed either (A) in blank, in which case the Trustee
        shall cause the endorsement to be completed or (B) in the following form:
“Pay
        to the order of Deutsche Bank National Trust Company, as Trustee,” or with
        respect to any lost Mortgage Note, an original Lost Note Affidavit stating
        that
        the original mortgage note was lost, misplaced or destroyed, together with
        a
        copy of the related mortgage note; provided,
        however,
        that
        such substitutions of Lost Note Affidavits for original Mortgage Notes may
        occur
        only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
        Balance of which is less than or equal to 1.00% of the Pool Balance as of
        the
        Cut-off Date;

       

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

       

      (iii)  an
        original Assignment of Mortgage, in form and substance acceptable for recording.
        The Mortgage shall be assigned either (A) in blank, without recourse or (B)
        to
“Deutsche Bank National Trust Company, as Trustee”;

       

      (iv)  an
        original of any intervening assignment of Mortgage showing a complete chain
        of
        assignments;

       

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

       

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

       

      The
        Originator hereby confirms to the Purchaser and the Trustee that it has caused
        the appropriate entries to be made in its general accounting records to indicate
        that such Mortgage Loans have been transferred to the Trustee and constitute
        part of the Trust in accordance with the terms of the Pooling and Servicing
        Agreement.

       

      If
        any of
        the documents referred to in Section 2.02(ii), (iii) or (iv) above has as
        of the
        Closing Date been submitted for recording but either (x) has not been returned
        from the applicable public recording office or (y) has been lost or such
        public
        recording office has retained the original of such document, the obligations
        of
        the Originator to deliver such documents shall be deemed to be satisfied
        upon
        (1) delivery to the Trustee or the Custodian, no later than the Closing Date,
        of
        a copy of each such document certified by the Originator in the case of (x)
        above or the applicable public recording office in the case of (y) above
        to be a
        true and complete copy of the original that was submitted for recording and
        (2)
        if such copy is certified by the Originator, delivery to the Trustee or the
        Custodian, promptly upon receipt thereof of either the original or a copy
        of
        such document certified by the applicable public recording office to be a
        true
        and complete copy of the original. If the original lender’s title insurance
        policy, or a certified copy thereof, was not delivered pursuant to Section
        2.02(v) above, the Originator shall deliver or cause to be delivered to the
        Trustee or the Custodian, the original or a copy of a written commitment
        or
        interim binder or preliminary report of title issued by the title insurance
        or
        escrow company, with the original or a certified copy thereof to be delivered
        to
        the Trustee or the Custodian, promptly upon receipt thereof. The Originator
        shall deliver or cause to be delivered to the Trustee or the Custodian promptly
        upon receipt thereof any other documents constituting a part of a Mortgage
        File
        received with respect to any Mortgage Loan, including, but not limited to,
        any
        original documents evidencing an assumption or modification of any Mortgage
        Loan.

       

      Upon
        discovery or receipt of notice of any materially defective document in, or
        that
        a document is missing from, a Mortgage File, the Originator shall have 90
        days
        to cure such defect or deliver such missing document to the Purchaser. If
        the
        Originator does not cure such defect or deliver such missing document within
        such time period, the Originator shall either repurchase or substitute for
        such
        Mortgage Loan pursuant to Section 2.03 of the Pooling and Servicing
        Agreement.

       

      Purchaser
        hereby acknowledges its acceptance of all right, title and interest to the
        Mortgage Loans and other property, now existing and hereafter created, conveyed
        to it pursuant to Section 2.01.

       

      The
        parties hereto intend that the transaction set forth herein be a sale by
        the
        Sellers to the Purchaser of all the applicable Seller’s right, title and
        interest in and to the related Mortgage Loans and other property described
        above. In the event the transaction set forth herein is deemed not to be
        a sale,
        each Seller hereby grants to the Purchaser a security interest in all of
        such
        Seller’s right, title and interest in, to and under the related Mortgage Loans
        and other property described above, whether now existing or hereafter created,
        to secure all of such Seller’s obligations hereunder; and this Agreement shall
        constitute a security agreement under applicable law.

       

      The
        Originator shall cause the Assignments which were delivered in blank to be
        completed and shall cause all Assignments referred to in Section 2.02(iii)
        hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded.
        The Originator shall be required to deliver such assignments for recording
        within 180 days of the Closing Date. In the event that any such Assignment
        is
        lost or returned unrecorded because of a defect therein, the Originator shall
        promptly have a substitute Assignment prepared or have such defect cured,
        as the
        case may be, and thereafter cause each such Assignment to be duly recorded.
        Notwithstanding the foregoing, for administrative convenience and facilitation
        of servicing and to reduce closing costs, the Assignments of Mortgage shall
        not
        be required to be submitted for recording (except with respect to any Mortgage
        Loan located in Maryland) unless such failure to record would result in a
        withdrawal or a downgrading by any Rating Agency of the rating on any Class
        of
        Certificates; provided,
        however,
        each
        Assignment shall be submitted for recording by the Originator in the manner
        described above, at no expense to the Trust Fund or Trustee, upon the earliest
        to occur of: (i) reasonable direction by Holders of Certificates entitled
        to at
        least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of
        Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure
        relating to the Servicer, (iv) the occurrence of a servicing transfer as
        described in Section 7.02 of the Pooling and Servicing Agreement, (v) upon
        receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
        or foreclosure relating to the Mortgagor under the related Mortgage and (vi)
        upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days
        or
        more Delinquent. Upon receipt of written notice from the Purchaser that
        recording of the Assignments is required pursuant to one or more of the
        conditions set forth in the preceding sentence, the related Seller shall
        be
        required to deliver such Assignments for recording as provided above, promptly
        and in any event within 30 days following receipt of such notice. The related
        Seller shall furnish the Trustee (or the Custodian on behalf of the Trustee),
        or
        its designated agent, with a copy of each Assignment submitted for
        recording.

       

      In
        the
        event that any Mortgage Note is endorsed in blank as of the Closing Date,
        promptly following the Closing Date, the Trustee (or the Custodian on behalf
        of
        the Trustee), at the expense of the related Seller, shall cause to be completed
        such endorsements “Pay to the order of Deutsche Bank National Trust Company, as
        Trustee, without recourse.”

       

      Section
        2.03  Payment
        of Purchase Price for the Mortgage Loans.

       

      (i)  In
        consideration of the sale of the Mortgage Loans from Option One Mortgage
        Corporation to the Purchaser on the Closing Date, the Purchaser agrees to
        pay to
        Option One Mortgage Corporation on the Closing Date immediately available
        funds
        in an amount equal to $38,122,115.40.

       

      (ii)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 1B to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        1B on
        the Closing Date immediately available funds in an amount equal to
        $65,184,098.90.

       

      (iii)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 2 to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        2 on
        the Closing Date immediately available funds in an amount equal to
        $27,219,072.28.

       

      (iv)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 3to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        3 on
        the Closing Date immediately available funds in an amount equal to
        $272,352,575.26. 

       

      (v)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 4 to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        4 on
        the Closing Date immediately available funds in an amount equal to
        $255,676,224.38.

       

      (vi)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 5 to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        5 on
        the Closing Date immediately available funds in an amount equal to
        $335,144,062.65.

       

      (vii)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 6 to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        6 on
        the Closing Date immediately available funds in an amount equal to
        $111,701,794.16.

       

      (viii)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 7 to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        7 on
        the Closing Date immediately available funds in an amount equal to
        $198,299,992.80.

       

      (ix)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 8 to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        8 on
        the Closing Date immediately available funds in an amount equal to
        $275,425,553.26.

       

      (x)  In
        consideration of the sale of the Mortgage Loans from Seller Trust 9 to the
        Purchaser on the Closing Date, the Purchaser agrees to pay to Seller Trust
        9 on
        the Closing Date immediately available funds in an amount equal to
        $420,874,536.88.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        III.

       

      REPRESENTATIONS
        AND WARRANTIES; REMEDIES FOR BREACH

       

      Section
        3.01  Originator
        Representations and Warranties Relating to the Mortgage Loans. 

       

      The
        Originator and the Purchaser understand, acknowledge and agree that, the
        representations and warranties set forth in Schedule II attached hereto are
        made
        as of the Closing Date or as of the date specifically provided
        herein.

       

      Section
        3.02  Originator
        Representations and Warranties Relating to Option One Mortgage
        Corporation.
        The
        Originator represents, warrants and covenants to the Purchaser as of the
        Closing
        Date or as of such other date specifically provided herein:

       

      (a)  The
        Originator is duly organized, validly existing and in good standing as a
        corporation under the laws of the State of California and is and will remain
        in
        compliance with the laws of each state in which any Mortgaged Property is
        located to the extent necessary to ensure the enforceability of each Mortgage
        Loan in accordance with the terms of this Agreement;

       

      (b)  The
        Originator has the full power and authority to hold each Mortgage Loan, to
        sell
        each Mortgage Loan, to execute, deliver and perform, and to enter into and
        consummate, all transactions contemplated by this Agreement. The Originator
        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 Purchaser and the Seller Trusts,
        constitutes a legal, valid and binding obligation of the Originator, enforceable
        against it in accordance with its terns except as the enforceability thereof
        may
        be limited by bankruptcy, insolvency or reorganization. At the time of the
        sale
        of each Mortgage Loan by the Originator (in its capacity as a Seller), the
        Originator (in its capacity as a Seller) had the full power and authority
        to
        hold each Mortgage Loan and to sell each Mortgage Loan;

       

      (c)  The
        execution and delivery of this Agreement by the Originator and the performance
        of and compliance with the terms of this Agreement will not violate the
        Originator’s articles of incorporation or by-laws or constitute a default under
        or result in a breach or acceleration of, any material contract, agreement
        or
        other instrument to which the Originator is a party or which may be applicable
        to the Originator or its assets;

       

      (d)  The
        Originator is not in violation of, and the execution and delivery of this
        Agreement by the Originator and its performance and compliance with the terms
        of
        this Agreement will not constitute a violation with respect to, any order
        or
        decree of any court or any order or regulation of any federal, state, municipal
        or governmental agency having jurisdiction over the Originator or its assets,
        which violation might have consequences that would materially and adversely
        affect the condition (financial or otherwise) or the operation of the Originator
        or its assets or might have consequences that would materially and adversely
        affect the performance of its obligations and duties hereunder;

       

      (e)  Reserved;

       

      (f)  Immediately
        prior to the payment of the Purchase Price for each Mortgage Loan, the
        Originator (in its capacity as a Seller) was the owner of the related Mortgages
        and the indebtedness evidenced by the related Mortgage Note and upon the
        payment
        of the Purchase Price by the Purchaser, in the event that the Originator
        (in its
        capacity as a Seller) retains record title, the Originator (in its capacity
        as a
        Seller) shall retain such record title to each Mortgage, each related Mortgage
        Note and the related Mortgage Files with respect thereto in trust for the
        Purchaser as the owner thereof,

       

      (g)  The
        Originator (in its capacity as a Seller) has not transferred the Mortgage
        Loans
        to the Purchaser with any intent to hinder, delay or defraud any of its
        creditors;

       

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

       

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

       

      (j)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Originator. The sale of the Mortgage Loans
        is
        in the ordinary course of business of the Originator (in its capacity as
        a
        Seller) and the assignment and conveyance of the Mortgage Notes and the
        Mortgages by the Originator (in its capacity as a Seller) are not subject
        to the
        bulk transfer or any similar statutory provisions;

       

      (k)  Except
        with respect to liens released immediately prior to the transfer herein
        contemplated, each Mortgage Note and related Mortgage have not been assigned
        or
        pledged and immediately prior to the transfer and assignment herein
        contemplated, the Originator (in its capacity as a Seller) held good, marketable
        and indefeasible title to, and were the sole owners and holders of, each
        Mortgage Loan subject to no liens, charges, mortgages, claims, participation
        interests, equities, pledges or security interests of any nature, encumbrances
        or rights of others (collectively, a “Lien”); the Originator (in its capacity as
        a Seller) had full right and authority under all governmental and regulatory
        bodies having jurisdiction over the Originator, subject to no interest or
        participation of, or agreement with, any party, to sell and assign the same
        pursuant to this Agreement; and immediately upon the transfers and assignments
        herein contemplated. The Originator (in its capacity as a Seller) shall have
        transferred all of its right, title and interest in and to each Mortgage
        Loan
        and the Trustee will hold good, marketable and indefeasible title to, and
        be the
        sole owner of, each Mortgage Loan subject to no Liens.

       

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

       

      (m)  Except
        with respect to any statement regarding the intentions of the Purchaser,
        or any
        other statement contained herein the truth or falsity of which is dependant
        solely upon the actions of the Purchaser, this Agreement does not contain
        any
        untrue statement of material fact or omit to state a material fact necessary
        to
        make the statements contained herein not misleading. The written statements,
        reports and other documents prepared and furnished or to be prepared and
        furnished by the Originator pursuant to this Agreement or in connection with
        the
        transactions contemplated hereby taken in the aggregate do not contain any
        untrue statement of material fact or omit to state a material fact necessary
        to
        make the statements contained therein not misleading;

       

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

       

      (o)  The
        Mortgage Note, the Mortgage, the Assignment and any other documents required
        to
        be delivered with respect to each Mortgage Loan, have been delivered to the
        Purchaser all in compliance with the specific requirements hereof. With respect
        to each Mortgage Loan, the Originator/Seller is in possession of a complete
        Mortgage File, except for such documents as have been delivered to the Trustee;
        and

       

      (p)  The
        Originator
        is a
        member of MERS in good standing, will comply in all material respects with
        the
        rules and procedures of MERS in connection with the servicing of the Mortgage
        Loans that are registered with MERS and is current in payment of all fees
        and
        assessments imposed by MERS.

       

      Section
        3.03  Seller
        Trust Representations and Warranties.
        Each
        Seller Trust represents, warrants and covenants to the Purchaser as of the
        Closing Date or as of such other date specifically provided herein:

       

      (i)  The
        Seller Trust is duly organized, validly existing and in good standing as
        a
        business trust under the laws of the State of Delaware and is and will remain
        in
        compliance with the laws of each state in which any Mortgaged Property is
        located to the extent necessary to ensure the enforceability of each Mortgage
        Loan in accordance with the terms of this Agreement;

       

      (ii)  The
        Seller Trust has the full power and authority to hold each Mortgage Loan,
        to
        sell each Mortgage Loan, to execute, deliver and perform, and to enter into
        and
        consummate, all transactions contemplated by this Agreement. The Seller Trust
        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 Purchaser and the Originator,
        constitutes a legal, valid and binding obligation of the Seller Trust,
        enforceable against it in accordance with its terms except as the enforceability
        thereof may be limited by bankruptcy, insolvency or reorganization;

       

      (iii)  The
        execution and delivery of this Agreement by the Seller Trust and the performance
        of and compliance with the terms of this Agreement will not violate the Seller
        Trust’s certificate of trust or constitute a default under or result in a breach
        or acceleration of, any material contract, agreement or other instrument
        to
        which the Seller Trust is a party or which may be applicable to the Seller
        Trust
        or its assets;

       

      (iv)  The
        Seller Trust is not in violation of, and the execution and delivery of this
        Agreement by the Seller Trust and its performance and compliance with the
        terms
        of this Agreement will not constitute a violation with respect to, any order
        or
        decree of any court or any order or regulation of any federal, state, municipal
        or governmental agency having jurisdiction over such Seller Trust or its
        assets,
        which violation might have consequences that would materially and adversely
        affect the condition (financial or otherwise) or the operation of the Seller
        Trust or its assets or might have consequences that would materially and
        adversely affect the performance of its obligations and duties hereunder;
        and

       

      (v)  Immediately
        prior to the payment of the mortgage loan purchase price for each Mortgage
        Loan,
        the Seller Trust was the owner of the related Mortgage and the indebtedness
        evidenced by the related Mortgage Note and upon the payment of the mortgage
        loan
        purchase price by the Purchaser, in the event that the Seller Trust retains
        record title, the Seller Trust shall retain such record title to each Mortgage,
        each related Mortgage Note and the related Mortgage Files with respect thereto
        in trust for the Purchaser as the owner thereof;

       

      (vi)  The
        Seller Trust has not transferred the Mortgage Loans to the Purchaser with
        any
        intent to hinder, delay or defraud any of its creditors;

       

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

       

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

       

      (ix)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller Trust, and the transfer assignment
        and
        conveyance of the related Mortgage Notes and the Mortgages by the Seller
        Trust
        pursuant to this Agreement are not subject to the bulk transfer or any similar
        statutory provisions; and

       

      (x)  Except
        with respect to liens released immediately prior to the transfer herein
        contemplated, the applicable Mortgage Note and related Mortgage have not
        been
        assigned or pledged and immediately prior to the transfer and assignment
        herein
        contemplated, the Seller Trust held good, marketable and indefeasible title
        to,
        and was the sole owner and holder of, the related Mortgage Loan subject to
        no
        liens, charges, mortgages, claims, participation interests, equities, pledges
        or
        security interests of any nature, encumbrances or rights of others
        (collectively, a “Lien”); the Seller Trust has full right and authority under
        all governmental and regulatory bodies having jurisdiction over the Seller
        Trust, subject to no interest or participation of, or agreement with, any
        party,
        to sell and assign the same pursuant to this Agreement; and immediately upon
        the
        transfers and assignments herein contemplated, the Seller Trust shall have
        transferred all of its right, title and interest in and to the related Mortgage
        Loans and the Trustee will hold good, marketable and indefeasible title to,
        and
        be the sole owner of, the related Mortgage Loans subject to no
        Liens.

       

      Section
        3.04  Remedies
        for Breach of Representations and Warranties.
        It is
        understood and agreed that the representations and warranties set forth in
        Subsections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to
        the
        Purchaser and shall inure to the benefit of the Purchaser, notwithstanding
        any
        restrictive or qualified endorsement on any Mortgage Note or Assignment or
        the
        examination or lack of examination of any Mortgage File. Upon discovery by
        either the Originator or the Purchaser of a breach of any of the foregoing
        representations and warranties that materially and adversely affects the
        value
        of the Mortgage Loans or the interest of the Purchaser (or which materially
        and
        adversely affects the interests of the Purchaser in the related Mortgage
        Loan in
        the case of a representation and warranty relating to a particular Mortgage
        Loan), the party discovering such breach shall give prompt written notice
        to the
        other. It is understood by the parties hereto that a breach of the
        representations and warranties made in paragraphs (7), (39), (45), (48),
        (55),
        (60), (61), (76), (85), (87), (88), (89), (90), (91), (92), (93), (94) and
        (95)
        of Schedule II will be deemed to materially and adversely affect the value
        of
        the related Mortgage Loan or the interest of the Purchaser. 

       

      Within
        60
        days of the earlier of either discovery by or notice to the Originator of
        any
        breach of a representation or warranty made by the Originator or the Sellers
        that materially and adversely affects the value of a Mortgage Loan or the
        Mortgage Loans or the interest therein of the Purchaser, the Originator shall
        use its best efforts promptly to cure such breach in all material respects
        and,
        if such breach cannot be cured, the Originator shall, at the Purchaser’s option,
        repurchase such Mortgage Loan at the Purchase Price (as defined in the Pooling
        and Servicing Agreement). In the event that a breach shall involve any
        representation or warranty set forth in Subsection 3.02 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 Purchaser’s
        option be repurchased by the Originator at the Purchase Price (as defined
        in the
        Pooling and Servicing Agreement). The Originator may, at the request of the
        Purchaser and assuming the Originator has a Qualified Substitute Mortgage
        Loan,
        rather than repurchase a deficient Mortgage Loan as provided above, remove
        such
        Mortgage Loan and substitute in its place a Qualified Substitute Mortgage
        Loan
        or Loans. If the Originator does not provide a Qualified Substitute Mortgage
        Loan or Loans, it shall repurchase the deficient Mortgage Loan. Any repurchase
        of a Mortgage Loan(s) pursuant to the foregoing provisions of this Section
        3.03
        shall occur on a date designated by the Purchaser and shall be accomplished
        by
        deposit in accordance with Section 2.03 of the Pooling and Servicing Agreement.
        Any repurchase or substitution required by this Section shall be made in
        a
        manner consistent with Section 2.03 of the Pooling and Servicing
        Agreement.

       

      Notwithstanding
        the foregoing, within 90 days of the earlier of discovery by the Originator
        or
        receipt of notice by the Originator of the breach of the representation of
        the
        Originator set forth in paragraphs (52) or (58) of Schedule II which materially
        and adversely affects the interests of the Holders of the Class P Certificates
        in any Prepayment Charge, the Originator shall pay the amount of the scheduled
        Prepayment Charge, for the benefit of the Holders of the Class P Certificates,
        by depositing such amount into the Collection Account, net of any amount
        previously collected by the Servicer and paid by the Servicer, for the benefit
        of the Holders of the Class P Certificates, in respect of such Prepayment
        Charge.

       

      With
        respect to the covenant set forth in paragraph (83) of Schedule II, if the
        reports required to be delivered by the Servicer pursuant to Section 3.01
        of the
        Pooling and Servicing Agreement are not obtained or if any of the related
        Mortgaged Properties appear to have been damaged materially per such reports,
        the Originator shall repurchase or substitute for such Mortgage Loans in
        accordance with the procedures set forth herein within 180 days of the Closing
        Date.

       

      At
        the
        time of substitution or repurchase of any deficient Mortgage Loan, the Purchaser
        and the Originator shall arrange for the reassignment of the repurchased
        or
        substituted Mortgage Loan to the Originator (in its capacity as Seller) and
        the
        delivery to the Originator (in its capacity as Seller) of any documents held
        by
        the Trustee relating to the deficient or repurchased Mortgage Loan. In the
        event
        the Purchase Price (as defined in the Pooling and Servicing Agreement) is
        deposited in the Collection Account. The Originator shall, simultaneously
        with
        such deposit, give written notice to the Purchaser that such deposit has
        taken
        place. Upon such repurchase, the Mortgage Loan Schedule shall be amended
        to
        reflect the withdrawal of the repurchased Mortgage Loan from this
        Agreement.

       

      In
        the
        event that the first Monthly Payment on any Mortgage Loan due to the Trust
        is
        not made within forty-five (45) days of the date on which such Monthly Payment
        was due, then such Mortgage Loan will be repurchased by the Originator at
        the
        Purchase Price (as defined in the Pooling and Servicing Agreement).
        Notwithstanding the foregoing, the Originator’s obligation to repurchase any
        such Mortgage Loan pursuant to this paragraph shall expire 180 days following
        the Closing Date.

       

      As
        to any
        Deleted Mortgage Loan for which the Originator substitutes a Qualified
        Substitute Mortgage Loan or Loans, the Originator shall effect such substitution
        by delivering to the Purchaser or its designee for such Qualified Substitute
        Mortgage Loan or Loans the Mortgage Note, the Mortgage, the Assignment and
        such
        other documents and agreements as are required by the Pooling and Servicing
        Agreement. with the Mortgage Note endorsed as required therein. The Originator
        shall remit for deposit in the Collection Account the Monthly Payment due
        on
        such Qualified Substitute Mortgage Loan or Loans in the month following the
        date
        of such substitution. Monthly payments due with respect to Qualified Substitute
        Mortgage Loans in the month of substitution will be retained by the Originator.
        For the month of substitution, distributions to the Purchaser will include
        the
        Monthly Payment due on such Deleted Mortgage Loan in the month of substitution,
        and the Originator shall thereafter be entitled to retain all amounts
        subsequently received by the Originator in respect of such Deleted Mortgage
        Loan. Upon such substitution, the Qualified Substitute Mortgage 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 covenants, representations and
        warranties set forth in Subsections 3.01 and 3.02.

       

      It
        is
        understood and agreed that the representations and warranties set forth in
        Sections 3.01 and 3.02 shall survive delivery of the respective Mortgage
        Files
        to the Trustee on behalf of the Purchaser.

       

      It
        is
        understood and agreed that the obligations of the Originator set forth in
        this
        Section 3.04 to cure, repurchase and substitute for a defective Mortgage
        Loan
        and to indemnify the Purchaser as provided in Section 5.01 constitute the
        sole
        remedies of the Purchaser respecting a missing or defective document or a
        breach
        of the representations and warranties contained in Section 3.01, 3.02 or
        3.03.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        IV.

       

      ORIGINATOR’S
        COVENANTS

       

      Section
        4.01  Covenants
        of the Originator.
        The
        Originator hereby covenants that except for the transfer hereunder, neither
        the
Originator
        nor any Seller Trust will
        sell, pledge, assign or transfer to any other Person, or grant, create, incur,
        assume or suffer to exist any Lien on any Mortgage Loan, or any interest
        therein; the Originator will notify the Trustee, as assignee of the Purchaser,
        of the existence of any Lien on any Mortgage Loan immediately upon discovery
        thereof, and the Originator will defend the right, title and interest of
        the
        Trust, as assignee of the Purchaser, in, to and under the Mortgage Loans,
        against all claims of third parties claiming through or under the Originator
        or
        any Seller Trust; provided,
        however,
        that
        nothing in this Section 4.01 shall prevent or be deemed to prohibit the
        Originator or any Seller Trust from suffering to exist upon any of the Mortgage
        Loans any Liens for municipal or other local taxes and other governmental
        charges if such taxes or governmental charges shall not at the time be due
        and
        payable or if the Originator or any Seller shall currently be contesting
        the
        validity thereof in good faith by appropriate proceedings and shall have
        set
        aside on its books adequate reserves with respect thereto.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        V.

       

      INDEMNIFICATION
        WITH RESPECT TO THE MORTGAGE LOANS

       

      Section
        5.01  Indemnification. 

       

      (a) The
        Originator indemnifies and holds harmless the Purchaser, its respective officers
        and directors and each person, if any, who controls the Purchaser within
        the
        meaning of Section 15 of the Securities Act or Section 20 of the Exchange
        Act,
        as follows:

       

      (i)  against
        any and all losses, claims, expenses, damages or liabilities, joint or several,
        to which the Purchaser or such controlling person may become subject under
        the
        Securities Act or otherwise, insofar as such losses, claims, damages or
        liabilities (or actions in respect thereof including, but not limited to,
        any
        loss, claim, expense, damage or liability related to purchases and sales
        of the
        Certificates) arise out of or are based upon any untrue statement or alleged
        untrue statement of any material fact contained in the Prospectus Supplement,
        or
        any amendment or supplement thereto, or arise out of, or are based upon,
        the
        omission or alleged omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements made therein not misleading,
        to the extent that any untrue statement or alleged untrue statement therein
        results (or is alleged to have resulted) from an error or material omission
        in
        the information concerning the Originator Information furnished by the
        Originator to the Purchaser for use in the preparation of the Prospectus
        Supplement, which error was not superseded or corrected by the delivery to
        the
        Purchaser of corrected written or electronic information, or for which the
        Originator provided written notice of such error to the Purchaser prior to
        the
        confirmation of the sale of the Certificates; and will reimburse the Purchaser
        and each such controlling person for any legal or other expenses reasonably
        incurred by the Purchaser or such controlling person in connection with
        investigating or defending any such loss, claim, damage. liability or action
        as
        such expenses are incurred;

       

      (ii)  against
        any and all loss, liability, claim, damage and expense whatsoever, to the
        extent
        of the aggregate amount paid in settlement of any litigation, or investigation
        or proceeding by any governmental agency or body, commenced or threatened,
        or of
        any claim whatsoever based upon any such untrue statement or omission, or
        any
        such alleged untrue statement or omission, if such settlement is effected
        with
        the written consent of the Purchaser; and

       

      (iii)  against
        any and all expense whatsoever (including the fees and disbursements of counsel
        chosen by the Purchaser), reasonably incurred in investigating, preparing
        or
        defending against any litigation, or investigation or proceeding by any
        governmental agency or body. commenced or threatened, or any claim whatsoever
        based upon any such untrue statement or omission, or any such alleged untrue
        statement or omission, to the extent that any such expense is not paid under
        clause (i) or clause (ii) above.

       

      This
        indemnity agreement will be in addition to any liability which the Originator
        may otherwise have.

       

      (b) Promptly
        after receipt by any indemnified party under this Article V of notice of
        any
        claim or the commencement of any action, such indemnified party shall, if
        a
        claim in respect thereof is to be made against any indemnifying party under
        this
        Article V, notify the indemnifying party in writing of the claim or the
        commencement of that action; provided,
        however,
        that
        the failure to notify an indemnifying party shall not relieve it from any
        liability which it may have under this Article V except to the extent it
        has
        been materially prejudiced by such failure and, provided further, that the
        failure to notify any indemnifying party shall not relieve it from any liability
        which it may have to any indemnified party otherwise than under this Article
        V.

       

      If
        any
        such claim or action shall be brought against an indemnified party, and it
        shall
        notify the indemnifying party thereof, the indemnifying party shall be entitled
        to participate therein and, to the extent that it wishes, jointly with any
        other
        similarly notified indemnifying party, to assume the defense thereof with
        counsel reasonably satisfactory to the indemnified party. After notice from
        the
        indemnifying party to the indemnified party of its election to assume the
        defense of such claim or action, the indemnifying party shall not be liable
        to
        the indemnified party under this Article V for any legal or other expenses
        subsequently incurred by the indemnified party in connection with the defense
        thereof other than reasonable costs of investigation.

       

      Any
        indemnified party shall have the right to employ separate counsel in any
        such
        action and to participate in the defense thereof, but the fees and expenses
        of
        such counsel shall be at the expense of such indemnified party unless: (i)
        the
        employment thereof has been specifically authorized by the indemnifying party
        in
        writing; (ii) such indemnified party shall have been advised in writing by
        such
        counsel that there may be one or more legal defenses available to it which
        are
        different from or additional to those available to the indemnifying party
        and in
        the reasonable judgment of such counsel it is advisable for such indemnified
        party to employ separate counsel; or (iii) the indemnifying party has failed
        to
        assume the defense of such action and employ counsel reasonably satisfactory
        to
        the indemnified party, in which case, if such indemnified party notifies
        the
        indemnifying party in writing that it elects to employ separate counsel at
        the
        expense of the indemnifying party, the indemnifying party shall not have
        the
        right to assume the defense of such action on behalf of such indemnified
        party,
        it being understood, however, the indemnifying party shall not, in connection
        with any one such action or separate but substantially similar or related
        actions in the same jurisdiction arising out of the same general allegations
        or
        circumstances, be liable for the reasonable fees and expenses of more than
        one
        separate firm of attorneys (in addition to local counsel) at any time for
        all
        such indemnified parties, which firm shall be designated in writing by the
        Purchaser, if the indemnified parties under this Article V consist of the
        Purchaser, by the Originator, if the indemnified parties in this Article
        V
        consist of the Originator, or be the related Seller Trust, if the indemnified
        parties in this Article V consist of such Seller Trust.

       

      Each
        indemnified party, as a condition of the indemnity agreements contained in
        Section 5.01 (a) and (b) hereof, shall use its best efforts to cooperate
        with
        the indemnifying party in the defense of any such action or claim. No
        indemnifying party shall be liable for any settlement of any such action
        effected without its written consent (which consent shall not be unreasonably
        withheld), but if settled with its written consent or if there be a final
        judgment for the plaintiff in any such action, the indemnifying party agrees
        to
        indemnify and hold harmless any indemnified party from and against any loss
        or
        liability by reason of such settlement or judgment. Notwithstanding the
        foregoing sentence, if at any time an indemnified party shall have requested
        an
        indemnifying party to consent to a settlement of any action, the indemnifying
        party agrees that it shall be liable for any settlement of any proceeding
        effected without its written consent if such settlement is entered into more
        than 30 days after receipt by such indemnifying party of the aforesaid request
        and the indemnifying party has not previously provided the indemnified party
        with written notice of its objection to such settlement. No indemnifying
        party
        shall effect any settlement of any pending or threatened proceeding in respect
        of which an indemnified party is or could have been a party and indemnity
        is or
        could have been sought hereunder, without the written consent of such
        indemnified party, unless settlement includes an unconditional release of
        such
        indemnified party from all liability and claims that are the subject matter
        of
        such proceeding.

       

      (c) In
        order
        to provide for just and equitable contribution in circumstances in which
        the
        indemnity agreement provided for in this Article is for any reason held to
        be
        unenforceable although applicable in accordance with its terms, each Seller
        Trust and the Originator, on the one hand, and the Purchaser, on the other,
        shall contribute to the aggregate losses, liabilities, claims, damages and
        expenses of the nature contemplated by said indemnity agreement incurred
        by the
        related Seller Trust, the Originator and the Purchaser in such proportions
        as
        shall be appropriate to reflect the relative fault of each Seller Trust and
        the
        Originator on the one hand and the Purchaser on the other from the sale of
        the
        Mortgage Loans; provided,
        however,
        that no
        person guilty of fraudulent misrepresentation (within the meaning of Section
        11
        (f) of the Securities Act) shall be entitled to contribution from any person
        who
        was not guilty of such fraudulent misrepresentation. For purposes of this
        Section, each officer and director of the Purchaser and each person, if any,
        who
        controls the Purchaser within the meaning of Section 15 of the Securities
        Act
        shall have the same rights to contribution as the Purchaser and each director
        of
        the Originator, each officer of the Originator, and each person, if any,
        who
        controls the Originator within the meaning of Section 15 of the Securities
        Act
        shall have the same rights to contribution as the Originator and each director
        of the related Seller Trust, each officer of such Seller Trust, and each
        person,
        if any, who controls such Seller within the meaning of Section 15 of the
        Securities Act shall have the same rights to contribution as the related
        Seller.

       

      (d) The
        Originator agrees to indemnify and to hold each of the Purchaser, the Trustee,
        each of the officers and directors of each such entity and each person or
        entity
        who controls each such entity or person and each Certificateholder harmless
        against any and all claims, losses, penalties, fines, forfeitures, legal
        fees
        and related costs, judgments, and any other costs, fees and expenses that
        the
        Purchaser, the Trustee, or any such person or entity and any Certificateholder
        may sustain in any way (i) related to the failure of the Originator to perform
        its duties in compliance with the terms of this Agreement or (ii) arising
        from a
        breach by the Originator of its representations and warranties in Sections
        3.01
        and 3.02 of this Agreement. The Originator shall immediately notify the
        Purchaser, the Trustee and each Certificateholder if a claim is made by a
        third
        party with respect to this Agreement. The Originator shall assume 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 the Purchaser, the Trustee or any such
        person or entity and/or any Certificateholder in respect of such
        claim.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VI.

       

      TERMINATION

       

      Section
        6.01  Termination.
        The
        respective obligations and responsibilities of the Originator, each Seller
        and
        the Purchaser created hereby shall terminate, except for the Originator’s
        indemnity obligations as provided herein upon the termination of the Trust
        as
        provided in Article X of the Pooling and Servicing Agreement.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VII.

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        7.01  Amendment.
        This
        Agreement may be amended from time to time by the Originator, each Seller
        Trust
        and the Purchaser, by written agreement
        signed by the Originator, each Seller Trust and the Purchaser.

       

      Section
        7.02  Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York and the obligations, rights and remedies of the parties
        hereunder shall be determined in accordance with such laws.

       

      Section
        7.03  Notices.
        All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if personally delivered at or mailed by
        registered mail, postage prepaid, addressed as follows: (i) if to the
        Originator, Option One Mortgage Corporation, 3 Ada, Irvine, California 92618,
        Attention: C. Robert Fulton, or such other address as may hereafter be furnished
        to the Purchaser in writing by the Originator and (ii) if to the Purchaser,
        Financial Asset Securities Corp., 600 Steamboat Road, Greenwich, Connecticut
        06830, Attention: Legal, or such other address as may hereafter be furnished
        to
        the Purchaser and any Seller Trust in writing by the Originator.

       

      Section
        7.04  Severability
        of Provisions.
        If any
        one or more of the covenants, agreements, provisions of terms of this Agreement
        shall be held invalid for any reason whatsoever, 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 of enforceability of the other provisions of this
        Agreement.

       

      Section
        7.05  Counterparts.
        This
        Agreement may be executed in one or more counterparts and by the different
        parties hereto on separate counterparts, each of which, when so executed,
        shall
        be deemed to be an original and such counterparts, together, shall constitute
        one and the same agreement.

       

      Section
        7.06  Further
        Agreements.
        The
        Purchaser, each Seller and the Originator each agree to execute and deliver
        to
        the other such additional documents, instruments or agreements as may be
        necessary or reasonable and appropriate to effectuate the purposes of this
        Agreement or in connection with the issuance of any Series of Certificates
        representing interests in the Mortgage Loans.

       

      Without
        limiting the generality of the foregoing, as a further inducement for the
        Purchaser to purchase the Mortgage Loans from the Sellers, the Originator
        will
        cooperate with the Purchaser in connection with the sale of any of the
        securities representing interests in the Mortgage Loans. In that connection,
        the
        Originator will provide to the Purchaser any and all information and appropriate
        verification of information, whether through letters of its auditors and
        counsel
        or otherwise, as the Purchaser shall reasonably request and will provide
        to the
        Purchaser such additional representations and warranties, covenants, opinions
        of
        counsel, letters from auditors, and certificates of public officials or officers
        of the Originator as are reasonably required in connection with such
        transactions and the offering of investment grade securities rated by the
        Rating
        Agencies.

       

      Section
        7.07  Intention
        of the Parties.
        It is
        the intention of the parties that the Purchaser is purchasing, and each Seller
        is selling, the Mortgage Loans rather than pledging the Mortgage Loans to
        secure
        a loan by the Purchaser to each Seller. Accordingly, the parties hereto each
        intend to treat the transaction for federal income tax purposes and all other
        purposes as a sale by the related Seller, and a purchase by the Purchaser,
        of
        the Mortgage Loans. The Purchaser will have the right to review the Mortgage
        Loans and the related Mortgage Files to determine the characteristics of
        the
        Mortgage Loans which will affect the federal income tax consequences of owning
        the Mortgage Loans and the related Seller will cooperate with all reasonable
        requests made by the Purchaser in the course of such review.

       

      Section
        7.08  Successors
        and Assigns; Assignment of Purchase Agreement.
        This
        Agreement shall bind and inure to the benefit of and be enforceable by each
        Seller, the Originator, the Purchaser and the Trustee.

       

      The
        obligations of each Seller and the Originator under this Agreement cannot
        be
        assigned or delegated to a third party without the consent of the Purchaser
        which consent shall be at the Purchaser’s sole discretion, except that the
        Purchaser acknowledges and agrees that each Seller or the Originator may
        assign
        its obligations hereunder to any Person into which the related Seller or
        the
        Originator is merged or any corporation resulting from any merger, conversion
        or
        consolidation to which the related Seller or the Originator is a party or
        any
        Person succeeding to the business of the related Seller or the Originator.
        The
        parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans
        for the purpose of contributing them to a trust that will issue a series
        of
        Certificates representing undivided interests in such Mortgage Loans. As
        an
        inducement to the Purchaser to purchase the Mortgage Loans, the related Seller
        and the Originator acknowledge and consent to the assignment by the Purchaser
        to
        the Trustee of all of the Purchaser’s rights against each Seller and the
        Originator pursuant to this Agreement insofar as such rights relate to Mortgage
        Loans transferred to the Trustee and to the enforcement or exercise of any
        right
        or remedy against each Seller or the Originator pursuant to this Agreement
        by
        the Trustee. Such enforcement of a right or remedy by the Trustee shall have
        the
        same force and effect as if the right or remedy had been enforced or exercised
        by the Purchaser directly.

       

      Section
        7.09 Survival.
        The
        representations and warranties set forth in Sections 3.01, 3.02 and 3.03
        and the
        provisions of Article V hereof shall survive the purchase of the Mortgage
        Loans
        hereunder.

       

      Section
        7.10 Owner
        Trustee.
        It is
        expressly understood and agreed by the parties to this Agreement that (a)
        this
        Agreement is executed and delivered by Wilmington Trust Company, not
        individually or personally but solely as Owner Trustee of the Seller Trusts,
        in
        the exercise of the powers and authority conferred and vested in it as trustee,
        (b) each of the representations undertakings and agreements herein made on
        the
        part of the related Seller Trust is made and intended not as personal
        representations, undertakings and agreements by Wilmington Trust Company
        but is
        made and intended for the purpose of binding only the related Seller Trust,
        (c)
        nothing herein contained shall be construed as creating any liability on
        Wilmington Trust Company, individually or personally, to perform any covenant
        either expressed or implied contained herein, all such liability, if any,
        being
        expressly waived by the parties to this Agreement and by any person claiming
        by,
        through or under the parties to this Agreement and (d) under no circumstances
        shall Wilmington Trust Company be personally liable for the payment of any
        indebtedness or expenses of any Seller Trust or be liable for the breach
        or
        failure of any obligation, representation, warranty or covenant made or
        undertaken by any Seller Trust under this Agreement or any other document.
         

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      IN
        WITNESS WHEREOF, each Seller, the Originator and the Purchaser have caused
        their
        names to be signed to this Mortgage Loan Purchase Agreement by their respective
        officers thereunto duly authorized as of the day and year first above
        written.

       

      FINANCIAL
        ASSET SECURITIES CORP.,

      as
        Purchaser

       

      By:_________________________________

      Name: 

      Title: 

       

      OPTION
        ONE MORTGAGE CORPORATION, 

      as
        Originator

       

      By:_________________________________

      Name: 

      Title: 

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      OPTION
        ONE OWNER TRUST 2001-1B,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:_______________________________________

      Name:  

      Title:
        


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      


      OPTION
        ONE OWNER TRUST 2001-2,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:___________________________________

      Name:  

      Title:
        

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      


      OPTION
        ONE OWNER TRUST 2002-3,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:____________________________________

      Name:  

      Title:
        

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      OPTION
        ONE OWNER TRUST 2003-4,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:___________________________________

      Name:  

      Title:
        

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      OPTION
        ONE OWNER TRUST 2003-5,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:___________________________________

      Name:  

      Title:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      OPTION
        ONE OWNER TRUST 2005-6,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:__________________________________

      Name:  

      Title:
         

      


      


      


      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      OPTION
        ONE OWNER TRUST 2005-7,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:____________________________________

      Name:  

      Title:
          


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      OPTION
        ONE OWNER TRUST 2005-8,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:____________________________________

      Name:  

      Title:   


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      OPTION
        ONE OWNER TRUST 2005-9,

      as
        a
        Seller

      


      


      
        	 	
                By:

              	
                Wilmington
                  Trust Company, not in its 

                individual
                  capacity but solely as Owner
                  Trustee.

              


      

      


      


      By:____________________________________

      Name:  

      Title:  

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      SCHEDULE
        I

       

      MORTGAGE
        LOANS

       

      SEE
        EXHIBIT D TO

      POOLING
        AND SERVICING AGREEMENT

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        II

       

      REPRESENTATIONS
        AND WARRANTIES

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        Originator hereby represents and warrants to the Purchaser and to any subsequent
        Purchaser that, as to each Mortgage Loan, as of the Closing Date for such
        Mortgage Loan:

       

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

       

      (2)  Except
        with respect to payments not yet 30 days past due, all payments required
        to be
        made up to the close of business on the Closing Date for such Mortgage Loan
        under the terms of the Mortgage Note have been made; the Originator has not
        advanced funds, or induced, solicited or knowingly received any advance of
        funds
        from a party other than the owner of the related Mortgaged Property, directly
        or
        indirectly, for the payment of any amount required by the Mortgage Note or
        Mortgage; and except with respect to payments not yet 30 days past due, there
        has been no delinquency, exclusive of any period of grace, in any payment
        by the
        Mortgagor thereunder since the origination of the Mortgage Loan;

       

      (3)  As
        of the
        origination date of the Mortgage Loan there were no delinquent taxes, ground
        rents, water charges, sewer rents, assessments, insurance premiums, leasehold
        payments, including assessments payable in future installments or other
        outstanding charges affecting the related Mortgaged Property, and as of the
        Closing Date there are no delinquent taxes, insurance premiums, or other
        outstanding charges jeopardizing the lien position of the Mortgage Loan,
        and to
        the best knowledge of the Originator, as of the Closing Date, there are no
        ground rents, water charges, sewer rents, assessments, leasehold payments,
        including assessments payable in future installments or other outstanding
        charges affecting the related Mortgaged Property;

       

      (4)  The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, recorded in the
        applicable public recording office if necessary to maintain the lien priority
        of
        the Mortgage, and which have been delivered to the Trustee; the substance
        of any
        such waiver, alteration or modification has been approved by the title insurer,
        to the extent required by the related policy, and is reflected on the Mortgage
        Loan Schedule. No instrument of waiver, alteration or modification has been
        executed, and no Mortgagor has been released, in whole or in part, except
        in
        connection with an assumption agreement approved by the title insurer, to
        the
        extent required by the policy, and which assumption agreement has been delivered
        to the Trustee and the terms of which are reflected in the Mortgage Loan
        Schedule;

       

      (5)  The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and the Mortgage, or the
        exercise of any right thereunder, render the Mortgage unenforceable, in whole
        or
        in part, or subject to any right of rescission, set-off, counterclaim or
        defense, including the defense of usury and no such right of rescission,
        set-off, counterclaim or defense has been asserted with respect thereto.
        Each
        Prepayment Charge or penalty with respect to any Mortgage Loan is permissible,
        enforceable and collectible under applicable federal, state and local
        law;

       

      (6)  All
        buildings upon the Mortgaged Property are insured by an insurer acceptable
        to
        Fannie Mae and Freddie Mac against loss by fire, hazards of extended coverage
        and such other hazards as are customary in the area where the Mortgaged Property
        is located, pursuant to insurance policies providing coverage in an amount
        not
        less than the greatest of (i) 100% of the replacement cost of all improvements
        to the Mortgaged Property, (ii) either (A) the outstanding principal balance
        of
        the Mortgage Loan with respect to each first lien Mortgage Loan or (B) with
        respect to each second lien Mortgage Loan, the sum of the outstanding principal
        balance of the first lien Mortgage Loan and the outstanding principal balance
        of
        the second lien Mortgage Loan, (iii) the amount necessary to avoid the operation
        of any co-insurance provisions with respect to the Mortgaged Property, and
        consistent with the amount that would have been required as of the date of
        origination in accordance with the underwriting guidelines of the originator
        or
        (iv) the amount necessary to fully compensate for any damage or loss to the
        improvements that are a part of such property on a replacement cost basis.
        All
        such insurance policies contain a standard mortgagee clause naming the
        Originator, its successors and assigns as mortgagee and all premiums thereon
        have been paid. If the Mortgaged Property is in an area identified on a Flood
        Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
        Management Agency as having special flood hazards (and such flood insurance
        has
        been made available) a flood insurance policy meeting the requirements of
        the
        current guidelines of the Federal Insurance Administration is in effect which
        policy conforms to the requirements of Fannie Mae and Freddie Mac. The Mortgage
        obligates the Mortgagor thereunder to maintain all such insurance at the
        Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so,
        authorizes the holder of the Mortgage to maintain such insurance at Mortgagor’s
        cost and expense and to seek reimbursement therefor from the
        Mortgagor;

       

      (7)  Any
        and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth in lending, real estate settlement procedures,
        predatory, abusive and fair lending, consumer credit protection, equal credit
        opportunity, fair housing or disclosure laws applicable to the origination
        and
        servicing of mortgage loans of a type similar to the Mortgage Loans have
        been
        complied with;

       

      (8)  The
        Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such satisfaction, cancellation, subordination, rescission
        or
        release;

       

      (9)  The
        Mortgage (including any negative amortization which may arise thereunder)
        is a
        valid, existing and enforceable (A) first lien and first priority security
        interest with respect to each Mortgage Loan which is indicated by the Originator
        to be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second
        lien and second priority security interest with respect to each Mortgage
        Loan
        which is indicated by the Originator to be a second lien (as reflected on
        the
        Mortgage Loan Schedule), in either case, on the Mortgaged Property, including
        all improvements on the Mortgaged Property subject only to (a) the lien of
        current real property taxes and assessments not yet due and payable, (b)
        covenants, conditions and restrictions, rights of way, easements and other
        matters of the public record as of the date of recording being acceptable
        to
        mortgage lending institutions generally and specifically referred to in the
        lender’s title insurance policy delivered to the originator of the Mortgage Loan
        and which do not adversely affect the Value of the Mortgaged Property, (c)
        with
        respect to each Mortgage Loan which is indicated by the Originator to be
        a
        second lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a
        first
        lien on the Mortgaged Property; and (d) other matters to which like properties
        are commonly subject which do not materially interfere with the benefits
        of the
        security intended to be provided by the Mortgage or the use, enjoyment, value
        or
        marketability of the related Mortgaged Property. Any security agreement,
        chattel
        mortgage or equivalent document related to and delivered in connection with
        the
        Mortgage Loan establishes and creates a valid, existing and enforceable first
        or
        second lien and first or second priority security interest (in each case,
        as
        indicated on the Mortgage Loan Schedule) on the property described therein
        and
        the Originator has full right to sell and assign the same to the Purchaser.
        The
        Mortgaged Property was not, as of the date of origination of the Mortgage
        Loan,
        subject to a mortgage, deed of trust, deed to secure debt or other security
        instrument creating a lien subordinate to the lien of the Mortgage;

       

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

       

      (11)  All
        parties to the Mortgage Note and the Mortgage had legal capacity to enter
        into
        the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
        and the Mortgage Note and the Mortgage have been duly and properly executed
        by
        such parties. The Mortgagor is a natural person who executed the related
        Mortgage either in an individual capacity or, provided that the related Mortgage
        is guaranteed by a natural person, as trustee for a family trust;

       

      (12)  The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor and there is no obligation for the Mortgagee to advance additional
        funds thereunder and any and all requirements as to completion of any on-site
        or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with. All costs, fees and expenses incurred in making or closing
        the Mortgage Loan and the recording of the Mortgage have been paid, and the
        Mortgagor is not entitled to any refund of any amounts paid or due to the
        Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (13)  As
        of the
        Closing Date and immediately prior to the sale of the Mortgage Loan hereunder,
        the applicable Seller is the sole legal, beneficial and equitable owner of
        the
        Mortgage Note and the Mortgage and has full right to transfer and sell the
        Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien,
        pledge, charge, claim or security interest;

       

      (14)  All
        parties which have had any interest in the Mortgage Loan, whether as mortgagee,
        assignee, pledgee or otherwise, are (or, during the period in which they
        held
        and disposed of such interest, were) in compliance with any and all applicable
        “doing business” and licensing requirements of the laws of the state wherein the
        Mortgaged Property is located;

       

      (15)  The
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
        title insurance policy (which, in the case of an Adjustable-Rate Mortgage
        Loan
        has an Adjustable-Rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
        or
        with respect to any Mortgage Loan for which the related Mortgaged Property
        is
        located in California a CLTA lender’s title insurance policy, or other generally
        acceptable form of policy or insurance acceptable to Fannie Mae and Freddie
        Mac,
        issued by a title insurer acceptable to Fannie Mae and Freddie Mac and qualified
        to do business in the jurisdiction where the Mortgaged Property is located,
        insuring (subject to the exceptions contained in (x)(a) and (b), and with
        respect to any second lien Mortgage Loan (c), above) the Originator, its
        successors and assigns as to the first or second priority lien (as indicated
        on
        the Mortgage Loan Schedule) of the Mortgage in the original principal amount
        of
        the Mortgage Loan and, with respect to any Adjustable-Rate Mortgage Loan,
        against any loss by reason of the invalidity or unenforceability of the lien
        resulting from the provisions of the Mortgage providing for adjustment in
        the
        Mortgage Rate and Monthly Payment and negative amortization provisions of
        the
        Mortgage Note. Additionally, such lender’s title insurance policy affirmatively
        insures ingress and egress to and from the Mortgaged Property, and against
        encroachments by or upon the Mortgaged Property or any interest therein.
        The
        Originator is the sole insured of such lender’s title insurance policy, and such
        lender’s title insurance policy is in full force and effect and will be in full
        force and effect upon the consummation of the transactions contemplated by
        this
        Agreement. No claims have been made under such lender’s title insurance policy,
        and no prior holder of the related Mortgage, including the Originator, has
        done,
        by act or omission, anything which would impair the coverage of such lender’s
        title insurance policy;

       

      (16)  As
        of the
        Closing Date, there
        is
        no default, breach, violation or event of acceleration existing under the
        Mortgage or the Mortgage Note and no event which, with the passage of time
        or
        with notice and the expiration of any grace or cure period, would constitute
        a
        default, breach, violation or event of acceleration, and the Originator has
        not
        waived any default, breach, violation or event of acceleration. With respect
        to
        each second lien Mortgage Loan, as of the Closing Date (i) the related first
        lien mortgage loan is in full force and effect, (ii) there is no default,
        breach, violation or event of acceleration existing under such first lien
        mortgage or the related mortgage note, (iii) no event which, with the passage
        of
        time or with notice and the expiration of any grace or cure period, would
        constitute a default, breach, violation or event of acceleration thereunder,
        and
        either (A) the first lien mortgage contains a provision which allows or (B)
        applicable law requires, the mortgagee under the second lien Mortgage Loan
        to
        receive notice of, and affords such mortgagee an opportunity to cure any
        default
        by payment in full or otherwise under the first lien mortgage. For purposes
        of
        the foregoing, a delinquent payment of less than thirty (30) days on a Mortgage
        Loan in and of itself does not constitute a default, breach, violation or
        event
        of acceleration (or an event which, with the passage of time or with notice
        and
        the expiration of any grace or cure period, has occurred that would constitute
        a
        default, breach, violation or event of acceleration) with respect to such
        Mortgage Loan;

       

      (17)  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 lien) affecting the related Mortgaged Property which
        are
        or may be liens prior to, or equal or coordinate with, the lien of the related
        Mortgage;

       

      (18)  All
        improvements which were considered in determining the Value of the related
        Mortgaged Property lay wholly within the boundaries and building restriction
        lines of the Mortgaged Property, and no improvements on adjoining properties
        encroach upon the Mortgaged Property;

       

      (19)  The
        Mortgage Loan was originated or acquired by the Originator (and if acquired
        by
        the Originator, the Mortgage Loan was underwritten in all material respects
        with
        the Originator’s underwriting guidelines, and if a first-lien Mortgage Loan, is
        eligible for inclusion under a Secondary Mortgage Market Enhancement Act
        eligible transaction) or by a savings and loan association, a savings bank,
        a
        commercial bank or similar banking institution which is supervised and examined
        by a federal or state authority, or by a mortgagee approved as such by the
        Secretary of HUD;

       

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

       

      (21)  The
        origination, servicing and collection practices used by the Originator with
        respect to each Mortgage Note and Mortgage including, without limitation,
        the
        establishment, maintenance and servicing of the Escrow Accounts and Escrow
        Payments, if any, since origination have been in all respects legal, proper,
        prudent and customary in the mortgage origination and servicing industry.
        The
        Mortgage Loan has been serviced by the Originator and any predecessor servicer
        in accordance with the terms of the Mortgage Note. With respect to escrow
        deposits and Escrow Payments, if any, all such payments are in the possession
        of, or under the control of, the Originator and there exist no deficiencies
        in
        connection therewith for which customary arrangements for repayment thereof
        have
        not been made. No escrow deposits or Escrow Payments or other charges or
        payments due the Originator have been capitalized under any Mortgage or the
        related Mortgage Note and no such escrow deposits or Escrow Payments are
        being
        held by the Originator for any work on a Mortgaged Property which has not
        been
        completed;

       

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

       

      (23)  The
        Mortgage and related Mortgage Note contain customary and enforceable provisions
        such as to render the rights and remedies of the holder thereof adequate
        for the
        realization against the Mortgaged Property of the benefits of the security
        provided thereby, including, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial foreclosure. Since
        the date of origination of the Mortgage Loan, the Mortgaged Property has
        not
        been subject to any bankruptcy proceeding or foreclosure proceeding and the
        Mortgagor has not filed for protection under applicable bankruptcy laws.
        There
        is no homestead or other exemption available to the Mortgagor which would
        interfere with the right to sell the Mortgaged Property at a trustee’s sale or
        the right to foreclose the Mortgage. As of the Closing Date, 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;

       

      (24)  The
        Mortgage Loan was underwritten in accordance with the underwriting standards
        of
        the Originator in effect at the time the Mortgage Loan was originated. The
        Mortgage Note and Mortgage are on forms generally acceptable to Fannie Mae
        and
        Freddie Mac;

       

      (25)  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (x) above;

       

      (26)  The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        satisfied the standards of Fannie Mae and Freddie Mac, was on appraisal form
        1004 or form 2055 (or a form otherwise satisfactory to S&P and Moody’s) and
        was made and signed, prior to the approval of the Mortgage Loan application,
        by
        a qualified appraiser, duly appointed by the originator of the Mortgage Loan,
        who had no interest, direct or indirect in the Mortgaged Property or in any
        loan
        made on the security thereof, whose compensation is not affected by the approval
        or disapproval of the Mortgage Loan and who met the minimum qualifications
        of
        Fannie Mae and Freddie Mac. Each appraisal of the Mortgage Loan was made
        in
        accordance with the relevant provisions of the Financial Institutions Reform,
        Recovery, and Enforcement Act of 1989;

       

      (27)  In
        the
        event the Mortgage constitutes a deed of trust, a trustee, duly qualified
        under
        applicable law to serve as such, has been properly designated and currently
        so
        serves and is named in the Mortgage, and no fees or expenses are or will
        become
        payable by the Purchaser to the trustee under the deed of trust, except in
        connection with a trustee’s sale after default by the Mortgagor;

       

      (28)  No
        Mortgage Loan contains provisions pursuant to which Monthly Payments are
        (a)
        paid or partially paid with funds deposited in any separate account established
        by the Originator, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
        paid
        by any source other than the Mortgagor or (c) contains any other similar
        provisions which may constitute a “buydown” provision. The Mortgage Loan is not
        a graduated payment mortgage loan and the Mortgage Loan does not have a shared
        appreciation or other contingent interest feature;

       

      (29)  The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by applicable law with respect to the making
        of Fixed-Rate mortgage loans in the case of Fixed-Rate Mortgage Loans, and
        Adjustable-Rate mortgage loans in the case of Adjustable-Rate Mortgage Loans
        and
        rescission materials with respect to Refinanced Mortgage Loans, and such
        statement is and will remain in the Mortgage File;

       

      (30)  No
        Mortgage Loan was made in connection with (a) the construction or rehabilitation
        of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      (31)  The
        Originator has no knowledge of any circumstances or condition with respect
        to
        the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor’s credit
        standing that can reasonably be expected to cause private institutional
        investors who routinely invest in mortgage loans similar to the Mortgage
        Loan to
        regard the Mortgage Loan to be an unacceptable investment, cause the Mortgage
        Loan to become delinquent, or adversely affect the value of the Mortgage
        Loan;

       

      (32)  No
        Mortgage Loan had a Loan-to Value Ratio or a Combined Loan-to-Value Ratio
        at
        origination in excess of 100%;

       

      (33)  The
        Mortgaged Property is lawfully occupied under applicable law; all inspections,
        licenses and certificates required to be made or issued with respect to all
        occupied portions of the Mortgaged Property and, with respect to the use
        and
        occupancy of the same, including but not limited to certificates of occupancy,
        have been made or obtained from the appropriate authorities;

       

      (34)  No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of the Originator,
        the
        related Seller, or to the best of the Originator’s knowledge, on the part of any
        other person, including without limitation the Mortgagor, any appraiser,
        any
        builder or developer, or any other party involved in the origination of the
        Mortgage Loan or in the application of any insurance in relation to such
        Mortgage Loan;

       

      (35)  The
        Assignment is in recordable form and (other than with respect to the blank
        assignee) is acceptable for recording under the laws of the jurisdiction
        in
        which the Mortgaged Property is located;

       

      (36)  Any
        principal advances made to the Mortgagor prior to the Cut-off Date have been
        consolidated with the outstanding principal amount secured by the Mortgage,
        and
        the secured principal amount, as consolidated, bears a single interest rate
        and
        single repayment term. The lien of the Mortgage securing the consolidated
        principal amount is expressly insured as having first or second (as indicated
        on
        the Mortgage Loan Schedule) lien priority by a title insurance policy, an
        endorsement to the policy insuring the mortgagee’s consolidated interest or by
        other title evidence acceptable to Fannie Mae and Freddie Mac. The consolidated
        principal amount does not exceed the original principal amount of the Mortgage
        Loan plus any negative amortization;

       

      (37)  No
        Mortgage Loan is a balloon mortgage loan that has an original stated maturity
        of
        less than seven (7) years;

       

      (38)  If
        the
        Residential Dwelling on the Mortgaged Property is a condominium unit or a
        unit
        in a planned unit development (other than a de minimis planned unit development)
        such condominium or planned unit development project meets the eligibility
        requirements of Fannie Mae and Freddie Mac;

       

      (39)  With
        respect to each Mortgage Loan, the Originator has fully and accurately furnished
        complete information on the related borrower credit files to Equifax, Experian
        and Trans Union Credit Information Originator, in accordance with the Fair
        Credit Reporting Act and its implementing regulations, on a monthly basis
        and
        the Originator for each Loan will furnish, in accordance with the Fair Credit
        Reporting Act and its implementing regulations, accurate and complete
        information on its primary borrower to Equifax, Experian, and Trans Union
        Credit
        Information Originator, on a monthly basis;

       

      (40)  The
        source of the down payment with respect to each Mortgage Loan has been fully
        verified by the Originator, except as noted on the Mortgage Loan
        Schedule;

       

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

       

      (42)  The
        Originator shall, at its own expense, cause each Mortgage Loan to be covered
        by
        a tax service contract which is assignable to the Purchaser or its designee;
        provided however, that if the Originator fails to purchase such tax service
        contract, the Originator shall be required to reimburse the Purchaser for
        all
        costs and expenses incurred by the Purchaser in connection with the purchase
        of
        any such tax service contract;

       

      (43)  Each
        Mortgage Loan is covered by a flood zone service contract which is assignable
        to
        the Purchaser or its designee or, for each Mortgage Loan not covered by such
        Flood Zone Service Contract, the Originator agrees to purchase such flood
        zone
        service contract;

       

      (44)  As
        of the
        Closing Date. the Mortgaged Property is in material compliance with all
        applicable environmental laws pertaining to environmental hazards including,
        without limitation, asbestos, and neither the Originator nor, to the
        Originator’s knowledge, the related Mortgagor, has received any notice of any
        violation or potential violation of such law;

       

      (45)  No
        Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity
        Protection Act of 1994 as amended (“HOEPA”) or is in violation of any comparable
        state law and no Mortgage Loan has an “annual percentage rate” or “total points
        and fees” payable by the borrower (as each such term is defined under HOEPA)
        that equal or exceed the applicable thresholds defined under HOEPA (Section
        32
        of Regulation Z, 12 C.F.R. Section 226.32(a)(1)(i) and (ii)), (b) a “high cost”
mortgage loan, “covered” mortgage loan, “high risk home” mortgage loan, or
“predatory” mortgage loan or any other comparable term, no matter how defined
        under any federal, state or local law, (c) subject to any comparable federal,
        state or local statutes or regulations, or any other statute or regulation
        providing for heightened regulatory scrutiny or assignee liability to holders
        of
        such mortgage loans, or (d) a High Cost Loan or Covered Loan, as applicable
        (as
        such terms are defined in the current Standard & Poor’s LEVELS® Glossary
        Revised, Appendix E);

       

      (46)  No
        predatory, abusive, or deceptive lending practices, including but not limited
        to, the extension of credit to a mortgagor without regard for the mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a mortgagor
        which has no apparent benefit to the mortgagor, were employed in connection
        with
        the origination of the Mortgage Loan. Each Mortgage Loan (other
        than with respect to the points and fees threshold in connection with Mortgage
        Loans that are not Points and Fees Eligible Loans and escrow payment
        requirements) is
        in
        compliance with the anti-predatory lending eligibility for purchase requirements
        of the Fannie Mae Guides;

       

      (47)  The
        debt-to-income ratio of the related Mortgagor was not greater than 65% at
        the
        origination of the related Mortgage Loan;

       

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

       

      (49)  The
        Mortgage Loans were not selected from the outstanding Fixed-Rate or
        adjustable-rate one to four-family mortgage loans in the Originator’s portfolio
        at the Cut-off Date as to which the representations and warranties set forth
        in
        this Agreement could be made in a manner so as to affect adversely the interests
        of the Purchaser;

       

      (50)  The
        Mortgage contains an enforceable provision for the acceleration of the payment
        of the unpaid principal balance of the Mortgage Loan in the event that the
        Mortgaged Property is sold or transferred without the prior written consent
        of
        the mortgagee thereunder;

       

      (51)  The
        Mortgage Loan complies with all applicable consumer credit statutes and
        regulations, including, without limitation, the respective Uniform Consumer
        Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
        Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
        originated by a properly licensed entity, and in all other respects, complies
        with all of the material requirements of any such applicable laws;

       

      (52)  The
        information set forth in the Prepayment Charge Schedule is complete, true
        and
        correct in all material respects and each Prepayment Charge is permissible,
        enforceable and collectable under applicable federal and state law;

       

      (53)  The
        Mortgage Loan was not prepaid in full prior to the Closing Date and the
        Originator has not received notification from a Mortgagor that a prepayment
        in
        full shall be made after the Closing Date;

       

      (54)  No
        Mortgage Loan is secured by cooperative housing, commercial property or mixed
        use property;

       

      (55)  Any
        Mortgaged Property that is considered manufactured housing shall be legally
        classified as real property under applicable state law, is permanently affixed
        to a foundation and must assume that characteristics of site-built housing
        or
        shall be the principal residence of the borrower and must otherwise conform
        to
        the requirements (A) for inclusion in residential mortgage backed securities
        transactions rated by S&P and (B) of Fannie Mae and Freddie Mac, including,
        but not limited to, the requirements that (i) the related Mortgage Note or
        contract, as applicable, be secured by a “single family residence” within the
        meaning of Section 25(e)(10) of the Code, (ii) the fair market value of the
        manufactured home securing each related Mortgage Note or contract, as
        applicable, was at least equal to 80% of the original principal balance of
        such
        Note or contract, as applicable, and (iii) each related Mortgage Note or
        contract, as applicable, is a “qualified mortgage” under Section 860G(a)(3) of
        the Code;

       

      (56)  Each
        Mortgage Loan is eligible for sale in the secondary market without unreasonable
        credit enhancement;

       

      (57)  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.
        Except as otherwise disclosed in the Mortgage Loan Schedule, no borrower
        was
        charged “points and fees” (whether or not financed) in an amount that exceeds
        the greater of (1) 5% of the principal amount of the Mortgage Loan (such
        5%
        limitation is calculated in accordance with Fannie Mae’s requirements as set
        forth in the Fannie Mae Selling Guide or (2) $1,000.

       

      (58)  Except
        as
        set forth on the Mortgage Loan Schedule, none of the Mortgage Loans are subject
        to a Prepayment Charge. For any Mortgage Loan originated prior to October
        1,
        2002 that is subject to a prepayment penalty, such prepayment penalty does
        not
        extend beyond five years after the date of origination. For any Mortgage
        Loan
        originated on or following October 1, 2002 that is subject to a prepayment
        penalty, such prepayment penalty does not extend beyond three years after
        the
        date of origination. With respect to any Mortgage Loan that contains a provision
        permitting imposition of a premium upon a prepayment prior to maturity: (i)
        prior to the Mortgage Loan’s origination, the Mortgagor agreed to such premium
        in exchange for a monetary benefit, including but not limited to a rate or
        fee
        reduction, (ii) prior to the Mortgage Loan’s origination, the Mortgagor was
        offered the option of obtaining a Mortgage Loan that did not require payment
        of
        such a premium, (iii) the prepayment premium is disclosed to the Mortgagor
        in
        the loan documents pursuant to applicable state and federal law, (iv) the
        duration of the prepayment period shall not exceed three (3) years from the
        date
        of the note, and (v) notwithstanding any state or federal law to the contrary,
        the Originator shall not impose such prepayment premium in any instance when
        the
        mortgage debt is accelerated as the result of the Mortgagor’s default in making
        the loan payments;

       

      (59)  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”); 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.
        No
        Mortgage Loan is subject to nullification pursuant to Executive Order 13224
        (the
“Executive Order”) or the regulations promulgated by the Office of Foreign
        Assets Control of the United States Department of the Treasury (the “OFAC
        Regulations”) or in violation of the Executive Order or the OFAC Regulations,
        and no Mortgagor is subject to the provisions of such Executive Order or
        the
        OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC
        Regulations;

       

      (60)  No
        Mortgage Loan is secured by real property or secured by a manufactured home
        located in the state of Georgia unless (x) such Mortgage Loan was originated
        prior to October 1, 2002 or after March 6, 2003, or (y) the property securing
        the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the
        Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as
        defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each
        Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all
        applicable provisions of the Georgia Act. No Mortgage Loan subject to the
        Georgia Act and secured by owner occupied real property or an owner occupied
        manufactured home located in the State of Georgia was originated (or modified)
        on or after October 1, 2002 through and including March 6, 2003;

       

      (61)  No
        Mortgagor was encouraged or required to select a Mortgage Loan product offered
        by the Mortgage Loan’s originator which is a higher cost product designed for
        less creditworthy borrowers, unless at the time of the Mortgage Loan’s
        origination, such Mortgagor did not qualify taking into account credit history
        and debt to income ratios for a lower cost credit product then offered by
        the
        Mortgage Loan’s originator or any affiliate of the Mortgage Loan’s originator.
        If, at the time of loan application, the Mortgagor may have qualified for
        a
        lower cost credit product then offered by any mortgage lending affiliate
        of the
        Mortgage Loan’s originator, the Mortgage Loan’s originator referred the
        Mortgagor’s application to such affiliate for underwriting consideration. For a
        Mortgagor who seeks financing through an Originator’s higher-priced subprime
        lending channel, the Mortgagor should be directed towards or offered the
        Originator’s standard mortgage line if the Mortgagor is able to qualify for one
        of the standard products;

       

      (62)  The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        employs objective mathematical principles which relate the Mortgagor’s income,
        assets and liabilities to the proposed payment and such underwriting methodology
        does not rely on the extent of the Mortgagor’s equity in the collateral as the
        principal determining factor in approving such credit extension. Such
        underwriting methodology confirmed that at the time of origination
        (application/approval) the Mortgagor had a reasonable ability to make timely
        payments on the Mortgage Loan;

       

      (63)  With
        respect to any Mortgage Loan which is secured by manufactured housing, such
        Mortgage Loan satisfies the requirements for inclusion in residential mortgage
        backed securities transactions rated by S&P;

       

      (64)  No
        Mortgage Loan (a) is secured by property located in the State of New York;
        (b)
        had an unpaid principal balance at origination of $300,000 or less, and (c)
        has
        an application date on or after April 1, 2003, the terms of which Mortgage
        Loan
        equal or exceed either the APR or the points and fees threshold for “high-cost
        home loans”, as defined in Section 6-1 of the New York State Banking
        Law;

       

      (65)  The
        Originator will transmit full-file credit reporting data for each Mortgage
        Loan
        pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
        Originator agrees it shall report one of the following statuses each month
        as
        follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
        foreclosed, or charged-off;

       

      (66)  No
        Mortgage Loan is a “High-Cost Home Loan” loan as defined under the New York
        Banking Law Section 6-1, effective as of April 1, 2003;

       

      (67)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
        Protection Act effective July 16, 2003 (Act 1340 or 2003);

       

      (68)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
        loan statute effective June 24, 2003 (Ky. Rev. Stat.
        Section 360.100);

       

      (69)  No
        Mortgage Loan secured by property located in the State of Nevada is a “home
        loan” as defined in the Nevada Assembly Bill No. 284;

       

      (70)  No
        Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a “High-Cost
        Home Loan” or a refinanced “Covered Home Loan,” in each case, as defined in the
        New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22
        et
        seq.);

       

      (71)  Each
        Mortgage Loan constitutes a “qualified mortgage” under
        Section 860G(a)(3)(A) of the Code and Treasury Regulation
        Section 1.860G-2(a)(1);

       

      (72)  No
        Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
        and
        Equity protection Act;

       

      (73)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
        seq.);

       

      (74)  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.)
        and
        no Mortgage Loan secured by a Mortgage Property located in the State of Illinois
        is in violation of the provisions of the Illinois Interest Act, including
        Section 4.1a;

       

      (75)  No
        Loan
        that is secured by property located within the State of Maine meets the
        definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
        Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
        defined under the Maine House Bill 383 L.D. 494, effective as of September
        13,
        2003;

       

      (76)  No
        Loan
        is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act
        effective January 1, 2005 (Ind. Code Ann. §§ 24-9-1 et seq.);

       

      (77)  The
        Mortgagor has not made or caused to be made any payment in the nature of
        an
“average” or “yield spread premium” to a mortgage broker or a like Person which
        has not been fully disclosed to the Mortgagor;

       

      (78)  With
        respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
        accurately provided on the Mortgage Loan Schedule. The related Assignment
        of
        Mortgage to MERS has been duly and properly recorded, or has been delivered
        for
        recording to the applicable recording office;

       

      (79)  With
        respect to each MOM Loan, the Originator has not received any notice of liens
        or
        legal actions with respect to such Mortgage Loan and no such notices have
        been
        electronically posted by MERS;

       

      (80)  With
        respect to each Mortgage Loan, (i) if the related first lien provides for
        negative amortization, the Combined Loan-to Value Ratio was calculated at
        the
        maximum principal balance of such first lien that could result upon application
        of such negative amortization feature, and (ii) either no consent for the
        Mortgage Loan is required by the holder of the first lien or such consent
        has
        been obtained and is contained in the Mortgage File;

       

      (81)  No
        Mortgagor agreed to submit to arbitration to resolve any dispute arising
        out of
        or relating in any way to the Mortgage Loan transaction; 

       

      (82)  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).
        If any
        Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
        of
        Massachusetts was made to pay off or refinance an existing loan or other
        debt of
        the related borrower (as the term “borrower” is defined in the regulations
        promulgated by the Massachusetts Secretary of State in connection with
        Massachusetts House Bill 480 (2004)), such Mortgage Loan is in the “borrower’s
        interest,” as documented by a “borrower’s interest worksheet” for the particular
        Mortgage Loan, which worksheet incorporates the factors set forth in
        Massachusetts House Bill 4880 (2004) and the regulations promulgated thereunder
        for determining “borrower’s interest,” and otherwise complies in all material
        respects with the laws of the Commonwealth of Massachusetts; 

       

      (83)  With
        respect to the Mortgage Loans set forth on Schedule III, the Originator shall
        cause the Servicer to deliver the reports required by Section 3.01 of the
        Pooling and Servicing Agreement;

       

      (84)  [Reserved];

       

      (85)  No
        Mortgage Loan that was originated on or after October 31, 2004, is subject
        to
        mandatory arbitration except when the terms of the arbitration also contain
        a
        waiver provision that provides that in the event of a sale or transfer of
        the
        Mortgage Loan or interest in the Mortgage Loan to Fannie Mae, the terms of
        the
        arbitration are null and void and cannot be reinstated. The seller hereby
        covenants that the seller or servicer of the Mortgage Loan, as applicable,
        will
        notify the borrower in writing within 60 days of the sale or transfer of
        the
        Mortgage Loan to Fannie Mae that the terms of the arbitration are null and
        void.
        With respect to any Mortgage Loan originated on or after August 1, 2004,
        neither
        the related mortgage nor the related mortgage note requires the Mortgagor
        to
        submit to arbitration to resolve any dispute arising out of or relating in
        any
        way to the mortgage loan transaction;

       

      (86)  All
        fees
        and charges (including finance charges) and whether or not financed, assessed,
        collected or to be collected in connection with the origination and servicing
        of
        each Mortgage Loan has been disclosed in writing to the borrower in accordance
        with applicable state and federal law and regulation;

       

      (87)  With
        respect to any mortgage loan underlying the Security that contains a provision
        permitting imposition of a penalty upon a prepayment prior to maturity: (a)
        the
        mortgage loan provides some benefit to the borrower (e.g. a rate or fee
        reduction) in exchange for accepting such prepayment penalty; (b) the mortgage
        loan’s originator had a written policy of offering the borrower, or requiring
        third-party brokers to offer the borrower, the option of obtaining a mortgage
        loan that did not require payment of such a penalty; (c) the prepayment penalty
        was adequately disclosed to the borrower pursuant to applicable state and
        federal law; (d) no subprime loan originated on or after October 1, 2002
        underlying the Security will provide for prepayment penalties for a term
        in
        excess of three years and any loans originated prior to such date, and any
        non-subprime loans, will not provide for prepayment penalties for a term
        in
        excess of five years; in each case unless the loan was modified to reduce
        the
        prepayment period to no more than three years from the date of the note and
        the
        borrower was notified in writing of such reduction in prepayment period;
        and (e)
        such prepayment penalty shall not be imposed in any instance where the mortgage
        loan is accelerated or paid off in connection with the workout of a delinquent
        mortgage or due to the borrower’s default, notwithstanding that the terms of the
        mortgage loan or state or federal law might permit the imposition of such
        penalty;

       

      (88)  The
        methodology used in underwriting the extension of credit for each mortgage
        loan
        in the trust did not rely on the extent of the borrower’s equity in the
        collateral as the principal determining factor in approving such extension
        of
        credit. The methodology employed objective criteria that related such facts
        as,
        without limitation, the borrower’s credit history, income, assets or
        liabilities, to the proposed mortgage payment and, based on such methodology,
        the mortgage loan’s originator made a reasonable determination that at the time
        of origination the borrower had the ability to make timely payments on the
        mortgage loan; 

       

      (89)  Except
        as
        otherwise disclosed in the Mortgage Loan Schedule, no borrower under a mortgage
        loan in the trust was charged “points and fees” in an amount greater than (a)
        $1,000 or (b) 5% of the principal amount of such mortgage loan, whichever
        is
        greater. For purposes of this representation, “points and fees” (x) include
        origination, underwriting, broker and finder’s fees and charges that the lender
        imposed as a condition of making the mortgage loan, whether they are paid
        to the
        lender or a third party; and (y) exclude bona fide discount points, fees
        paid
        for actual services rendered in connection with the origination of the mortgage
        (such as attorneys’ fees, notaries fees and fees paid for property appraisals,
        credit reports, surveys, title examinations and extracts, flood and tax
        certifications, and home inspections); the cost of mortgage insurance or
        credit-risk price adjustments; the costs of title, hazard, and flood insurance
        policies; state and local transfer taxes or fees; escrow deposits for the
        future
        payment of taxes and insurance premiums; and other miscellaneous fees and
        charges that, in total, do not exceed 0.25 percent of the loan
        amount;”

       

      (90)  With
        respect to any subordinate lien mortgage loan underlying the Security, such
        lien
        is on a one- to four-family residence that is (or will be) the principal
        residence of the borrower;

       

      (91)  No
        Mortgage Loan underlying the Security is “seasoned” (a seasoned mortgage loan is
        one where the date of the mortgage note is more than 1 year before the date
        of
        issuance of the related Security);

       

      (92)  Except
        as
        otherwise disclosed in the Mortgage Loan Schedule, no subordinate lien Mortgage
        Loan has an original principal balance that exceeds one-half of the one-unit
        limitation for first lien mortgage loans, or $208,000 (in Alaska, Guam, Hawaii
        or Virgin Islands: $312,750), without regard to the number of
        units;

       

      (93)  Except
        as
        otherwise disclosed in the Mortgage Loan Schedule, the original principal
        balance of the first lien mortgage loan plus the original principal balance
        of
        any subordinate lien mortgage loan relating to the same mortgaged property
        does
        not exceed the applicable Freddie Mac loan limit for first lien mortgage
        loans
        for that property type;

       

      (94)  
        Except
        as otherwise disclosed in the Mortgage Loan Schedule, the Stated Principal
        Balance of each Mortgage Loan is within Freddie Mac loan limits for conforming
        one-to-four family Mortgage Loans;

       

      (95)  Except
        as
        otherwise disclosed in the Mortgage Loan Schedule, no first lien Mortgage
        Loan
        has an original principal balance that exceeds that applicable Freddie Mac
        loan
        limit.

       

       

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      SCHEDULE
        III

       

      


       

      
        	
                Loan
                  #

              	
                Origination
                  Date

              	
                State

              	
                Zip

              	
                Note
                  Date

              
	
                651015393

              	
                8/24/2005

              	
                LA

              	
                70422

              	
                8/24/2005

              


      

      


       

    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      D

     

    MORTGAGE
      LOAN SCHEDULE

     

    Available
      Upon Request

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    To:       
       [Address
      for Custodian: Mortgage Document Custody

    Wells
      Fargo Corporate Trust Services

    24
      Executive Park, Suite 100 

    Irvine,
      California 92614]

    


    
      	 	
              Re:

            	
              Custodial
                Agreement, dated as of May 1, 2006, among Deutsche

              Bank
                National Trust Company as the Trustee, Option One Mortgage

              Corporation
                as Servicer and Wells
                Fargo Bank, N.A.
                as the Custodian

            


    

     

     

    In
      connection with the administration of the Mortgage Loans included in the Trust
      Fund established pursuant to the Pooling and Servicing Agreement dated as of
      May
      1, 2006, among Financial Asset Securities Corp. as Depositor, Option One
      Mortgage Corporation, as Servicer, and Deutsche Bank National Trust Company,
      a
      national banking association, as Trustee and held by you as Custodian pursuant
      to the above-captioned Custodial Agreement, we request the release, and hereby
      acknowledge receipt of the Custodial File for the Mortgage Loan described below,
      for the reason indicated.

     

    Mortgage
      Loan Number:

     

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              _________1.

               

            	
              Mortgage
                Paid in Full

               

            
	
              _________2.

               

            	
              Foreclosure

               

            
	
              _________3.

               

            	
              Substitution

               

            
	
              _________4.

               

            	
              Other
                Liquidation (Repurchases, etc.)

               

            
	
              _________5.

               

            	
              Nonliquidation Reason:_____________________

               

            


    

     

    Address
      to which Trustee should deliver

    the
      Custodial File:

     

    
      	 


    

    


     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	 	
              By:

            	 
	 	 	
              (authorized
                signer)

            
	 	
              Issuer:

            	 
	 	
              Address:

            	 
	 	 	 
	 	
              Date:

            	 


    

     

     

    Custodian

    


    Wells
      Fargo Bank, N.A.

    


    Please
      acknowledge the execution of the above request by your signature and date
      below:

     

    
      	
              ____________________________

               

            	 	
               

            	 
	
              Signature

               

            	 	
              Date

               

            	 
	
              Documents
                returned to Custodian:

               

            	 	 	 
	
               

               

            	 	
               

               

            	 
	
              Custodian

               

            	 	
              Date

               

            	 


    

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      F-1

     

    [FORM
      OF
      TRUSTEE’S INITIAL CERTIFICATION

     

    May
      __,
      2006

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	 	Re:	
              Pooling
                and Servicing Agreement dated as of May 1, 2006, among

              Financial
                Asset Securities Corp. as Depositor, Option One Mortgage 

              Corporation,
                as Servicer, and Deutsche Bank National Trust Company, a 

              national
                banking association, as Trustee

            


    

     

    Ladies
      and Gentlemen:

     

    Attached
      is the Trustee’s preliminary exception report delivered in accordance with
      Section 2.02 of the referenced Pooling and Servicing Agreement (the “Pooling and
      Servicing Agreement”). Capitalized terms used but not otherwise defined herein
      shall have the meanings set forth in the Pooling and Servicing
      Agreement.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in the Mortgage File pertaining to the Mortgage Loans
      identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
      effectiveness or suitability of any such Mortgage Loan or (iii) whether any
      Mortgage File includes any of the documents specified in clause (vi) of Section
      2.01 of the Pooling and Servicing Agreement.

     

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:]

            	 


    

     

    



    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      CUSTODIAN’S INITIAL CERTIFICATION

    _____,
      2006

    Trust
      Receipt #: ____ 

    Original
      Principal Balance of the Mortgage Loans:$_______

    


    
      	
              Deutsche
                Bank National Trust Company

              1761
                East St. Andrew Place

              Santa
                Ana, California 92705-4934

              Attention:
                Trust Administration GC04FFH4

               

            	
              Financial
                Asset Securities Corp.

              600
                Steamboat Road

              Greenwich,
                Connecticut 08630

            
	
              Greenwich
                Capital Markets, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 08630

            	 


    

     

     

    
      	 	
              Re:

            	
              Custodial
                Agreement, dated as of May 1, 2006, among Deutsche Bank National
                Trust
                Company as the Trustee, Option One Mortgage Corporation as Servicer
                and
                Wells
                Fargo Bank, N.A.
                as
                the Custodian

            


    

     

    Ladies
      and Gentlemen:

    In
      accordance with the provisions of Section 3 of the above-referenced Custodial
      Agreement, the undersigned, as the Custodian, hereby certifies that it is
      holding the Mortgage Loans identified on the schedule attached hereto for the
      exclusive benefit of the Trustee pursuant to the terms and conditions of the
      Custodial Agreement, and it has received a Custodial File with respect to each
      such Mortgage Loan (other than any Mortgage Loan specifically identified on
      the
      exception report attached hereto) and that with respect to each such Mortgage
      Loan: (i) all documents required to be delivered to it pursuant to Section
      2.01
      of this Agreement are in its possession, (ii) such documents have been reviewed
      by it and have not been mutilated, damaged or torn and appear on their face
      to
      relate to such Mortgage Loan and (iii) based on its examination and only as
      to
      the foregoing, the information set forth in the Mortgage Loan Schedule that
      corresponds to items (1) and (3) of the definition of “Mortgage Loan Schedule”
in the Pooling and Servicing Agreement accurately reflects information set
      forth
      in the Custodial File.

     

    The
      Custodian hereby confirms that it is holding each such Custodial File as agent
      and bailee of and custodian for the exclusive use and benefit of the Trustee
      pursuant to the terms of the Custodial Agreement.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used herein shall have the meaning ascribed to them in the Custodial
      Agreement. 

     

    
       

      
        	 	
                
                  WELLS
                    FARGO
                    BANK, N.A. 

                  (Custodian)

                

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:]

              	 


      

      
 

    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      F-2

     

    [FORM
      OF
      TRUSTEE’S FINAL CERTIFICATION

     

    ________________

    [Date]

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
                of May 1, 2006 among Financial Asset Securities Corp., as Depositor,
                Option One Mortgage Corporation, as Servicer and Deutsche Bank National
                Trust Company, as Trustee with respect to Soundview Home Loan Trust
                2006-OPT3, Asset-Backed Certificates, Series
                2006-OPT3

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement, the
      undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
      in the Mortgage Loan Schedule (other than any Mortgage loan paid in full or
      listed on Schedule I hereto) it (or its custodian) has received the applicable
      documents listed in Section 2.01 of the Pooling and Servicing
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed above and has determined that
      each
      such document appears to be complete and, based on an examination of such
      documents, the information set forth in items 1, 3, 10, 11 and 15 of the
      definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement
      accurately reflects information in the Mortgage File.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement. This Certificate is qualified
      in
      all respects by the terms of said Pooling and Servicing Agreement.

     

    
       

      
        	 	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:]

              	 


      

       

    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      CUSTODIAN’S FINAL CERTIFICATION 

    


    TRUST
      RECEIPT # ___

    ______,
      2006

    Aggregate
      Amount of Mortgage Loans: _____

    Original
      Principal Balance of Aggregate Mortgage Loans: __________

    


    
      	
              Deutsche
                Bank National Trust Company

              1761
                East St. Andrew Place

              Santa
                Ana, California 92705-4934

              Attention:
                Trust Administration GC04FFH4

               

            	
              Financial
                Asset Securities Corp.

              600
                Steamboat Road

              Greenwich,
                Connecticut 08630

            
	
              Greenwich
                Capital Markets, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 08630

            	 


    

     

     

    
      	 	
              Re:

            	
              Custodial
                Agreement, dated as of May 1, 2006, among Deutsche Bank National
                Trust
                Company as the Trustee, Option One Mortgage Corporation as Servicer
                and
                Wells
                Fargo Bank, N.A.
                as
                the Custodian

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with the provisions of Section 4 of the above-referenced Custodial
      Agreement, the undersigned, as the Custodian, hereby certifies that as to each
      Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
      Loan
      paid in full or any Mortgage Loan listed on the attachment hereto) it has
      reviewed the Custodial Files and has determined that (i) all documents required
      to be delivered to it pursuant to Sections 2(i), (ii), (iii), (iv) and (v)
      of
      the Custodial Agreement are in its possession and to the extent provided in
      the
      Custodial Files paragraph (v) of Section 2 of the Custodial Agreement 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 (1)
      and
      (3) of the definition of “Mortgage Loan Schedule” in the Pooling and Servicing
      Agreement accurately reflects information set forth in the Custodial File;
      and
      (iv) each Mortgage Note has been endorsed as provided in Section 2 of the
      Custodial Agreement and each Mortgage has been assigned in accordance with
      Section 2 of the Custodial Agreement. The Custodian makes no representations
      as
      to (i) the validity, legality, enforceability, sufficiency, due authorization
      or
      genuineness of any of the documents contained in each Custodial File or of
      any
      of the Mortgage Loans or (ii) the collectability, insurability, effectiveness
      or
      suitability of any such Mortgage Loan.

     

    The
      Custodian hereby confirms that it is holding each such Custodial File as agent
      and bailee of, and custodian for the exclusive use and benefit, and subject
      to
      the sole direction, of the Trustee pursuant to the terms and conditions of
      the
      Custodial Agreement.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used herein shall have the meaning ascribed to them in the Custodial
      Agreement.

     

    
       

      
        	 	
                
                  WELLS
                    FARGO
                    BANK, N.A. 

                  (Custodian)

                

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:]

              	 


      

       

       

    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      F-3

     

    FORM
      OF
      RECEIPT OF MORTGAGE NOTE

     

    


     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	 	Re:	
              Soundview
                Home Loan Trust 2006-OPT3,

              Asset-Backed
                Certificates Series 2006-OPT3

            


    

     

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 3 of the Custodial Agreement, dated as of May 1, 2006, among Deutsche
      Bank National Trust Company as the Trustee, Option One Mortgage Corporation
      as
      Servicer and Wells
      Fargo Bank, N.A.
      as the
      Custodian, we hereby acknowledge the receipt of the original Mortgage Notes
      (a
      copy of which is attached hereto as Exhibit 1) with any exceptions thereto
      listed on Exhibit 2.

     

    
       

      
        	 	
                
                  WELLS
                    FARGO
                    BANK, N.A.

                

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:]

              	 


      

       

    

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

     

    FORM
      OF
      CUSTODIAL AGREEMENT

     

    
       

      DEUTSCHE
        BANK NATIONAL TRUST COMPANY, as Trustee

      for
        the
        Soundview Home Loan Trust 2006-OPT3,

      Asset
        Backed Certificates, Series 2006-OPT3

       

       

      and


       

       

      WELLS
        FARGO BANK, N.A.,

      as
        Custodian


       

       

      and


       

       

      OPTION
        ONE MORTGAGE CORPORATION,

      as
        Servicer

       

      


       

       

      CUSTODIAL
        AGREEMENT

       

       

      As
        of May
        1, 2006

       

       

      


       

      
        	 


      

       

      


      

         

        TABLE
          OF CONTENTS

         

         

         

        
          	
                  Section
                    

                	 
	
                  1.

                	
                  Definitions.

                
	
                  2.

                	
                  Delivery
                    of Custodial Files.

                
	
                  3.

                	
                  Custodian’s
                    Receipt, Examination and Certification of Mortgage Files; Initial
                    Trust
                    Receipt Delivered by the Custodian.

                
	
                  4.

                	
                  Obligations
                    of the Custodian.

                
	
                  5.

                	
                  Final
                    Trust Receipt.

                
	
                  6.

                	
                  Future
                    Defects.

                
	
                  7.

                	
                  Release
                    for Servicing.

                
	
                  8.

                	
                  Release
                    for Payment.

                
	
                  9.

                	
                  Fees
                    and Expenses of Custodian.

                
	
                  10.

                	
                  Removal
                    of Custodian.

                
	
                  11.

                	
                  Transfer
                    of Custodial Files.

                
	
                  12.

                	
                  Examination
                    of Custodial Files.

                
	
                  13.

                	
                  Insurance
                    of Custodian.

                
	
                  14.

                	
                  Counterparts.

                
	
                  15.

                	
                  Periodic
                    Statements.

                
	
                  16.

                	
                  GOVERNING
                    LAW.

                
	
                  17.

                	
                  Copies
                    of Mortgage Documents.

                
	
                  18.

                	
                  No
                    Adverse Interest of Custodian.

                
	
                  19.

                	
                  Termination
                    by Custodian.

                
	
                  20.

                	
                  Term
                    of Agreement.

                
	
                  21.

                	
                  Notices.

                
	
                  22.

                	
                  Successors
                    and Assigns.

                
	
                  23.

                	
                  Indemnification
                    of Custodian.

                
	
                  24.

                	
                  Reliance
                    of Custodian.

                
	
                  25.

                	
                  Transmission
                    of Custodial Files.

                
	
                  26.

                	
                  Authorized
                    Representatives.

                
	
                  27.

                	
                  Reproduction
                    of Documents.

                
	
                  28.

                	
                  Amendment.

                
	
                  29.

                	
                  Compliance
                    with Regulation AB.

                
	
                  30.

                	
                  Limitation
                    of Liability.

                


        

         

        
          	
                  EXHIBITS

                	 
	 	 
	
                  EXHIBIT
                    1

                	
                  FORM
                    OF TRUST RECEIPT AND INITIAL CERTIFICATION

                
	
                  EXHIBIT
                    2

                	
                  FORM
                    OF FINAL TRUST RECEIPT

                
	
                  EXHIBIT
                    3 

                	
                  FORM
                    OF REQUEST FOR RELEASE OF DOCUMENTS

                
	
                  EXHIBIT
                    4

                	
                  AUTHORIZED
                    REPRESENTATIVES OF SERVICER

                
	
                  EXHIBIT
                    5

                	
                  AUTHORIZED
                    REPRESENTATIVES OF TRUSTEE

                
	
                  EXHIBIT
                    6

                	
                  AUTHORIZED
                    REPRESENTATIVES OF CUSTODIAN 

                
	
                  EXHIBIT
                    7

                	
                  MORTGAGE
                    LOAN SCHEDULE

                
	
                  EXHIBIT
                    8

                	
                  FORM
                    OF RECEIPT OF MORTGAGE NOTE

                


        

        

 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      THIS
        CUSTODIAL AGREEMENT, dated as of May 1, 2006, among Deutsche Bank National
        Trust
        Company, having an address at 1761
        East
        St. Andrew Place, Santa Ana, California 92705-4934, not individually but
        solely
        as trustee for Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates,
        Series 2006-OPT3 (the “Trustee”), Wells Fargo Bank, N.A. as custodian, having an
        address at 24 Executive Park, Suite 100, Irvine, California 92614 (the
“Custodian”) and Option One Mortgage Corporation. as servicer (the “Servicer”),
        having an address at 3 Ada, Irvine, California 92618.

       

       

      W I T N E S S E T H

       

       

      WHEREAS,
        Financial Asset Securities Corp. (the “Depositor”) has purchased certain
        conventional fixed-rate and adjustable-rate mortgage loans (the “Mortgage
        Loans”) from Option One Mortgage Corporation, Option One Owner Trust 2001-1A,
        Option One Owner Trust 2001-1B, Option One Owner Trust 2001-2, Option One
        Owner
        Trust 2002-3, Option One Owner Trust 2003-4, Option One Owner Trust 2003-5,
        Option One Owner Trust 2005-6, Option One Owner Trust 2005-7, Option One
        Owner
        Trust 2005-8 and/or Option One Owner Trust 2005-9 (collectively, the “Sellers”),
        pursuant to the terms and conditions of an Mortgage Loan Purchase Agreement,
        dated as of April 13, 2006, among the Depositor and the Sellers (the “Purchase
        Agreement”);

       

       

      WHEREAS,
        the Servicer is to service the Mortgage Loans on behalf of Soundview Home
        Loan
        Trust 2006-OPT3, under a Pooling and Servicing Agreement, dated as of May
        1,
        2006, among the Depositor, the Servicer and the Trustee (the “Pooling and
        Servicing Agreement”); and

       

       

      WHEREAS,
        the Custodian is a national banking association chartered under the laws
        of the
        United States of America and regulated by the Comptroller of the Currency,
        and
        is otherwise authorized to act as Custodian pursuant to this Agreement. With
        respect to each of the Mortgage Loans set forth on the Mortgage Loan Schedule
        attached as Exhibit 8 hereto, the Servicer desires to have the Custodian
        take
        possession of the Mortgages and Mortgage Notes, along with certain other
        documents specified herein, as the custodian of the Trustee, in accordance
        with
        the terms and conditions hereof.

       

       

      NOW
        THEREFORE, in consideration of the mutual undertakings herein expressed,
        the
        parties hereto hereby agree as follows:

       

       

      1.  Definitions.

       

       

      Any
        capitalized terms used but not defined herein shall have the meanings ascribed
        to them in the Pooling and Servicing Agreement.

       

       

      2.  Delivery
        of Custodial Files.

       

       

      The
        Depositor has delivered and released, or will cause to be delivered and
        released, to the Custodian on or prior to the Closing Date the following
        documents pertaining to each of the Mortgage Loans identified in the Mortgage
        Loan Schedule (the “Custodial File”):

       

       

      (i)  the
        original Mortgage Note, endorsed either (A) in blank, in which case the
        Custodian shall cause the endorsement to be completed or (B) in the following
        form: “Pay to the order of Deutsche Bank National Trust Company, as Trustee,
        without recourse” or with respect to any lost Mortgage Note, an original Lost
        Note Affidavit stating that the original mortgage note was lost, misplaced
        or
        destroyed, together with a copy of the related mortgage note; provided, however,
        that such substitutions of Lost Note Affidavits for original Mortgage Notes
        may
        occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal
        Balance of which is less than or equal to 1.00% of the Pool Balance as of
        the
        Cut-off Date;

       

       

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

       

       

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

       

       

      (iv)  an
        original copy of any intervening assignment of Mortgage showing a complete
        chain
        of assignments;

       

       

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

       

       

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

       

       

      If
        any of
        the documents referred to in Section 2(ii), (iii) or (iv) above has as of
        the
        Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage
        Loans) been submitted for recording but either (x) has not been returned
        from
        the applicable public recording office or (y) has been lost or such public
        recording office has retained the original of such document, the obligations
        of
        the Depositor to deliver such documents shall be deemed to be satisfied upon
        (1)
        delivery to the Custodian no later than the Closing Date (or Subsequent Transfer
        Date, with respect to Subsequent Mortgage Loans), of a copy of each such
        document certified by the Originator in the case of (x) above or the applicable
        public recording office in the case of (y) above to be a true and complete
        copy
        of the original that was submitted for recording and (2) if such copy is
        certified by the Originator, delivery to the Custodian, promptly upon receipt
        thereof of either the original or a copy of such document certified by the
        applicable public recording office to be a true and complete copy of the
        original. If the original lender’s title insurance policy, or a certified copy
        thereof, was not delivered pursuant to Section 2(v) above, the Depositor
        shall
        deliver or cause to be delivered to the Custodian, the original or a copy
        of a
        written commitment or interim binder or preliminary report of title issued
        by
        the title insurance or escrow company, with the original or a certified copy
        thereof to be delivered to the Custodian, promptly upon receipt thereof.
        The
        Servicer or the Depositor shall deliver or cause to be delivered to the
        Custodian promptly upon receipt thereof any other documents constituting
        a part
        of a Mortgage File received with respect to any Mortgage Loan, including,
        but
        not limited to, any original documents evidencing an assumption or modification
        of any Mortgage Loan.

       

       

      Upon
        discovery or receipt of notice of any materially defective document in, or
        that
        a document is missing from, a Mortgage File, the Custodian shall notify the
        Servicer and the Servicer shall enforce the obligations of the Originator
        under
        the Purchase Agreement to cure such defect or deliver such missing document
        to
        the Trustee or the Custodian within 120 days. If the Originator does not
        cure
        such defect or deliver such missing document within such time period, the
        Servicer shall enforce the obligations of the Originator to either repurchase
        or
        substitute for such Mortgage Loan in accordance with Section 2.03 of the
        Pooling
        and Servicing Agreement. For purposes of this Section, “defect” shall mean a
        failure of a document to correspond to the information set forth in the
        applicable Mortgage Loan Schedule or the absence in a Mortgage File of any
        document required pursuant to this Agreement. In connection with the foregoing,
        it is understood that the Custodian shall have no duty to discover any such
        defects except in the course of performing its review of the Mortgage Files
        to
        the extent set forth herein.

       

       

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

       

       

      The
        Custodian hereby agrees to its duties under Section 2.03 of the Pooling and
        Servicing Agreement with respect to Qualified Substitute Mortgage
        Loans.

       

       

      
        	3.  	
                Custodian’s
                  Receipt, Examination and Certification of Mortgage Files; Initial
                  Trust
                  Receipt Delivered by the Custodian.

              


      

       

       

      The
        Custodian agrees, for the benefit of the Certificateholders, to review each
        Custodial File within 45 days of the Closing Date and to certify in
        substantially the form attached hereto as Exhibit 1 (the “Trust Receipt and
        Initial Certification”) that, as to each Mortgage Loan listed in the Mortgage
        Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage
        Loan
        specifically identified in the exception report annexed thereto as not being
        covered by such certification), (i) all documents required to be delivered
        to it
        pursuant to Section 2.01 of this Agreement are in its possession, (ii) such
        documents have been reviewed by it and have not been mutilated, damaged or
        torn
        and appear on their face to relate to such Mortgage Loan and (iii) based
        on its
        examination and only as to the foregoing, the information set forth in the
        Mortgage Loan Schedule that corresponds to items (1) and (3) of the definition
        of “Mortgage Loan Schedule” in the Pooling and Servicing Agreement accurately
        reflects information set forth in the Custodial File. It is herein acknowledged
        that, in conducting such review, the Custodian was not under any duty or
        obligation (i) to inspect, review or examine any such documents, instruments,
        certificates or other papers to determine whether they are genuine, enforceable,
        or appropriate for the represented purpose or whether they have actually
        been
        recorded or that they are other than what they purport to be on their face
        or
        (ii) to determine whether any Custodial File should include any of the documents
        specified in clause (v) of Section 2. 

       

       

      The
        Custodian agrees to execute and deliver to the Depositor, the Trustee and
        the
        Servicer on or prior to the Closing Date an acknowledgment of receipt of
        the
        related original Mortgage Note for each Initial Mortgage Loan (with any
        exceptions noted), substantially in the form attached as Exhibit 8 (the “Receipt
        of Mortgage Note”) hereto.

       

       

      4.  Obligations
        of the Custodian.

       

       

      With
        respect to the Mortgage Note, the Mortgage and the Assignment and other
        documents constituting each Custodial File which is delivered to the Custodian
        or which come into the possession of the Custodian, the Custodian is the
        custodian for the Trustee exclusively. The Custodian shall hold all mortgage
        documents received by it constituting the Custodial File for the exclusive
        use
        and benefit of the Trustee, and shall make disposition thereof only in
        accordance with this Agreement and the instructions furnished by the Trustee.
        The Custodian shall segregate and maintain continuous custody of all mortgage
        documents constituting the Custodial File in secure and fire-resistant
        facilities in accordance with customary standards for such custody. The
        Custodian shall not be responsible to verify (i) the validity, legality,
        enforceability, sufficiency, due authorization or genuineness
        of any document in each Custodial File or of any of the Mortgage Loans or
        (ii)
        the collectability, insurability, effectiveness or suitability of any Mortgage
        Loan.
        The
        Custodian shall not execute any
        endorsements on the Mortgage Notes and Assignments of Mortgages without the
        prior written consent of the Trustee,
        except as otherwise set forth in Section 2 of this Agreement or as otherwise
        agreed to between the Trustee and the Custodian.

       

       

      5.  Final
        Trust Receipt.

       

       

      Within
        one (1) year
        after
        the Closing Date, the Custodian shall review each Custodial File, and shall
        deliver to the Trustee (with a copy to the Depositor and the Servicer), a
        Final
        Trust Receipt attached hereto as Exhibit 2 to the effect that, as to each
        Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
        Loan
        (i) paid in full,
        or
        (ii)
        specifically identified on such Final Trust Receipt as not covered by such
        Final
        Trust Receipt): (i) all documents required to be delivered to it pursuant
        to
        paragraphs (i), (ii), (iii), (iv) and (vi) and to the extent provided in
        the
        Custodial Files paragraph (v) of Section 2 of this Agreement 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 (1) and (3) of the definition of “Mortgage Loan
        Schedule” in the Pooling and Servicing Agreement accurately reflects information
        set forth in the Custodial File; and (iv) each Mortgage Note has been endorsed
        as provided in Section 2 of this Agreement and each Mortgage has been assigned
        in accordance with Section 2 of this Agreement.

       

       

      6.  Future
        Defects.

       

       

      During
        the term of this Agreement, if the Custodian discovers any defect with respect
        to the Custodial File, the Custodian shall give written specification of
        such
        defect to the Servicer and the Trustee. For purposes of this Section, “defect”
shall mean a failure of a document to correspond to the information set forth
        in
        the applicable Mortgage Loan Schedule or the absence in a Mortgage File of
        any
        document required pursuant to this Agreement. 

       

       

      7.  Release
        for Servicing.

       

       

      From
        time
        to time and as appropriate for the foreclosure or servicing of any of the
        Mortgage Loans, the Custodian shall, upon receipt of two copies (or
        electronic receipt
        from the Servicer in a form acceptable to the Custodian) of a Request for
        Release of Documents and receipt in the form annexed hereto as Exhibit
        3,
        release
        to the Servicer, the related Custodial File or its designee within three
        Business Days, which, shall be sent by overnight mail, at the expense of
        the
        Servicer or the related Mortgagor, and the Custodian shall, at the written
        direction of the Servicer, execute such documents provided to it by the Servicer
        as shall be necessary to the prosecution of any such proceedings. The Servicer
        shall return to the Custodian the Custodial File when the Servicer’s need
        therefor in connection with such foreclosure or servicing no longer exists,
        unless the Mortgage Loan shall be liquidated in which case, upon receipt
        of an
        additional Request for Release of Documents and receipt certifying such
        liquidation in the form annexed hereto as Exhibit
        3,
        the
        request and receipt submitted pursuant to the first sentence of this Section
        7
        shall be released by the Custodian to the Servicer.

       

       

      8.  Release
        for Payment.

       

       

      Upon
        receipt by the Custodian of two copies (or electronic receipt from the Servicer
        in a form acceptable to the Custodian) of the Servicer’s Request for Release of
        Documents and receipt in the form annexed hereto as Exhibit
        3
        (which
        certification shall include a statement to the effect that all amounts received
        in connection with such payment, repurchase or liquidation have been credited
        to
        the related custodial account), the Custodian shall promptly release the
        related
        Custodial File to the Servicer.

       

       

      9.  Fees
        and
        Expenses of Custodian.

       

       

      In
        accordance with the terms of the Pooling and Servicing Agreement, the
        Custodian’s fees and expenses in connection herewith shall be a monthly fee
        equal to one-twelfth of 0.0045% on the unpaid principal balance of the Mortgage
        Loans as of the first day of the related due period. 

       

       

      10.  Removal
        of Custodian.

       

       

      The
        Trustee, with or without cause, may upon at least 60
        days’
notice remove and discharge the Custodian from the performance of its duties
        under this Agreement by written notice from the Trustee
        to the
        Custodian, with a copy to the Servicer. Having given notice of such removal,
        the
        Trustee promptly shall appoint (at the direction of the Depositor and with
        the
        consent of the Servicer) a successor Custodian to act on behalf of the Trustee
        by written instrument, one original counterpart of which instrument shall
        be
        retained by the Trustee, with a copy to the Servicer, and an original to
        the
        successor Custodian. In the event of any such removal, the Custodian shall,
        upon
        the Trustee’s surrender of the Trust Receipt and Initial Certifications and
        Final Trust Receipt, as applicable, promptly transfer to the successor
        Custodian, as directed, all Custodial Files being administered under this
        Agreement. In
        the
        event of any such removal and appointment the Trust Fund shall be responsible
        for the fees and expenses of the existing and successor Custodian.

       

       

      11.  Transfer
        of Custodial Files.

       

       

      Upon
        the
        Custodian’s receipt of two (2) Business Days’ written or
        electronic notification
        from the Trustee, the Custodian shall release to such persons as the
Trustee
        shall
        designate all or a portion of the Custodial Files relating to the Mortgage
        Loans
        subject to the Trust Receipt and Initial Certification or Final Trust
        Receipt,
        as
        applicable.
        

       

       

      12.  Examination
        of Custodial Files.

       

       

      Upon
        reasonable prior written notice to the Custodian but not less than two (2)
        Business Days notice, the Trustee and its agents, accountants, attorneys
        and
        auditors will be permitted during normal business hours to examine the Custodial
        Files, documents, records and other papers in the possession of or under
        the
        control of the Custodian relating to any or all of the Mortgage Loans at
        the
        expense of the Trustee.

       

       

      13.  Insurance
        of Custodian.

       

       

      At
        its
        own expense, the Custodian shall maintain at all times during the existence
        of
        this Agreement and keep in full force and effect such insurance in amounts,
        with
        standard coverage and subject to deductibles, all as is customary for insurance
        typically maintained by banks which act as Custodian. The minimum coverage
        under
        any such bond and insurance policies shall be at least equal to the
        corresponding amounts required by Fannie Mae in the Fannie Mae Servicing
        Guide
        or by Freddie Mac in the Freddie Mac Sellers’ & Servicers’ Guide. Upon
        request, the Trustee shall be entitled to receive evidence satisfactory to
        the
        Trustee that such insurance is in full force and effect.

       

       

      14.  Counterparts.

       

       

      For
        the
        purpose of facilitating the execution 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 and be one and the same
        instrument.

       

       

      15.  Periodic
        Statements.

       

       

      Upon
        the
        written request of the Trustee, the Custodian shall provide to the Trustee
        a
        list of all the Mortgage Loans for which the Custodian holds a Custodial
        File
        pursuant to this Agreement. Such list may be in the form of a copy of the
        Mortgage Loan Schedule with manual deletions to specifically denote any Mortgage
        Loans paid off, repurchased or sold since the date of this
        Agreement.

       

       

      16.  GOVERNING
        LAW.

       

       

      THIS
        AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
        NEW
        YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL
        BE
        DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       

       

      17.  Copies
        of Mortgage Documents.

       

       

      Upon
        the
        written request of the Trustee
        and at
        the cost and expense of the Custodian, the Custodian shall provide the
Trustee
        with
        copies of the Mortgage Notes, Mortgages, Assignments and other documents
        relating to one or more of the Mortgage Loans.

       

       

      18.  No
        Adverse Interest of Custodian.

       

       

      By
        execution of this Agreement, the Custodian represents and warrants that it
        currently holds, and during the existence of this Agreement shall hold, no
        interest adverse to the Trustee, by way of security or otherwise, in any
        Mortgage Loan, and hereby waives and releases any such interest which it
        may
        have in any Mortgage Loan as of the date hereof.

       

       

      19.  Termination
        by Custodian.

       

       

      The
        Custodian may terminate its obligations under this Agreement upon at least
        sixty
        (60) days’ prior notice to the Servicer and the Trustee. In the event of such
        termination, the Trustee shall appoint a successor Custodian. The payment
        of
the
        existing Custodian’s or such
        successor Custodian’s fees and expenses shall be solely the responsibility of
        the Trust Fund. Upon such appointment, the Custodian shall promptly transfer
        to
        the successor Custodian, as directed, all Custodial Files being administered
        under this Agreement.

       

       

      20.  Term
        of Agreement.

       

       

      Unless
        terminated pursuant to Section 9 or Section 18 hereof, this Agreement shall
        terminate upon the final payment or other liquidation (or advance with respect
        thereto) of the last Mortgage Loan or the disposition of all property acquired
        upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and
        the
        final remittance of all funds due under the Pooling and Servicing Agreement.
        In
        such event all documents remaining in the Custodial Files shall be released
        in
        accordance with the written instructions of the Trustee.

       

       

      21.  Notices.

       

       

      All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given when received by the recipient party (i) in
        the
        case of the Custodian, the Trustee and the Servicer, at the address shown
        on the
        first page hereof, (ii) in the case of the Depositor, Financial Asset Securities
        Corp., 600 Steamboat Road, Greenwich, Connecticut 08630, Attention: Legal
        and
        (iii) in the case of the Seller, Option One Mortgage Corporation, 3 Ada,
        Irvine,
        California 92618, or in any case, at such other addresses as may hereafter
        be
        furnished to the other party by like notice. Any such demand, notice or
        communication hereunder shall be deemed to have been received on the date
        delivered to or received at the premises of the addressee.

       

       

      22.  Successors
        and Assigns.

       

       

      This
        Agreement shall inure to the benefit of the successors and assigns of the
        parties hereto; provided however, that the form of any assignment by any
        party
        of its interests hereunder shall be in a form reasonably acceptable to the
        Trustee, the Servicer and the Custodian. Such assignment shall be executed
        by an
        authorized representative of the assignor and any assignee shall forward
        a list
        of authorized representatives to each party to this Agreement pursuant to
        Section 26 of this Agreement.

       

       

      23.  Indemnification
        of Custodian.

       

       

      The
        Custodian and its directors, officers, agents and employees shall be indemnified
        and held harmless by the Trust Fund against liabilities, obligations, losses,
        damages, penalties, actions, judgments, suits, costs, expenses or disbursements,
        including reasonable attorney’s fees, that may be imposed on, incurred by, or
        asserted against it or them directly relating to or arising out of this
        Custodial Agreement or any action taken or not taken by it or them hereunder
        unless such liabilities, obligations, losses, damages, penalties, actions,
        judgments, suits, costs, expenses or disbursements were imposed on, incurred
        by
        or asserted against the Custodian because of the breach by the Custodian
        of its
        obligations hereunder, which breach was caused by negligence, lack of good
        faith
        or willful misconduct on the part of the Custodian or any of its directors,
        officers, agents or employees. The indemnification set forth in this section
        shall survive any termination or
        assignment of
        this
        Custodial Agreement and the termination or removal of the
        Custodian.

       

       

      The
        Custodian agrees to indemnify and hold the Trust Fund and Trustee, its
        employees, officers and directors harmless against liabilities, obligations,
        losses, damages, penalties, actions, judgments, suits, costs, expenses or
        disbursements, including reasonable attorney’s fees, that may be imposed on,
        incurred by, or asserted against them directly relating to or arising out
        of a
        failure to produce a Mortgage Note, Assignment or any other document related
        to
        a Mortgage Loan that was in its possession pursuant to Section 2 within two
        (2)
        Business Days after required or requested by the Trustee, and provided, that
        (i)
        Custodian previously delivered to the Trustee a Trust Receipt and Initial
        Certification with respect to such document (other than any Mortgage Loan
        identified in the exception report annexed thereto as not covered by such
        certification); (ii) such document is not outstanding pursuant to a Request
        for
        Release; and (iii) such document was held by the Custodian on behalf of the
        Trustee. In no event shall the Custodian or its directors, officers, agents
        and
        employees be liable for any special, indirect or consequential damages from
        any
        action taken or omitted to be taken by it or them hereunder or in connection
        herewith even if advised of the possibility of such damages. The foregoing
        indemnification shall survive any termination or assignment of this Agreement
        or
        the removal or resignation of the Custodian hereunder. 

       

       

      24.  Reliance
        of Custodian.

       

       

      (i)  The
        Custodian may conclusively rely, as to the truth of the statements and the
        correctness of the opinions expressed therein, upon any request, instructions,
        certificate, opinion or other document furnished to the Custodian, reasonably
        believed by the Custodian to be genuine and to have been signed or presented
        by
        the proper party or parties and conforming to the requirements of this
        Agreement; but in the case of any loan document or other request, instruction,
        document or certificate which by any provision hereof is specifically required
        to be furnished to the Custodian, the Custodian shall be under a duty to
        examine
        the same to determine, subject to the limitations on the Custodian’s obligations
        set forth herein, whether or not it conforms to the requirements of this
        Agreement.

       

       

      (ii)  The
        Custodian shall have no duties or responsibilities except those that are
        specifically set forth in this Agreement. The Custodian shall have no
        responsibility nor duty with respect to any Custodial File while such Custodial
        File is not in its possession. If the Custodian requests instructions from
        the
Trustee
        with
        respect to any act, action or failure to act in connection with this Agreement,
        the Custodian shall be entitled to refrain from taking such action and continue
        to refrain from acting unless and until the Custodian shall have received
        written instructions from the Trustee
        with
        respect to a Custodial File without incurring any liability therefor to the
        Trustee
        or any
        other Person.

       

       

      (iii)  Other
        than as provided herein, neither the Custodian nor any of its directors,
        officers, agents or employees shall be liable for any action or omission
        to act
        hereunder except for its or their own negligence or lack of good faith or
        willful misconduct. In no event shall the Custodian or any of its directors,
        officers, agents or employees have any responsibility to ascertain or take
        action except as expressly provided herein.

       

       

      (iv)  Neither
        the Custodian nor any of its directors, officers, agents or employees shall
        be
        liable for any action taken or not taken by it in good faith in the performance
        of its obligations under this Agreement. The obligations of the Custodian
        or any
        of its directors, officers, agents or employees shall be determined solely
        by
        the express provisions of this Agreement. No representation, warranty, covenant,
        agreement, obligation or duty of the Custodian or any of its directors,
        officers, agents or employees shall be implied with respect to this Agreement
        or
        the Custodian’s services hereunder.

       

       

      (v)  The
        Custodian, its directors, officers, agents and employees shall be under no
        duty
        or obligation to inspect, review or examine the Custodial Files to determine
        that the contents thereof are genuine, enforceable or appropriate for the
        represented purpose or that they have been actually recorded or that they
        are
        other than what they purport to be on their face.

       

       

      (vi)  The
        Custodian may consult with counsel selected by the Custodian with regard
        to
        legal questions arising out of or in connection with this Agreement, and
        the
        advice or opinion of such counsel shall be full and complete authorization
        and
        protection in respect of any action reasonably taken, omitted or suffered
        by the
        Custodian in good faith and in accordance therewith.

       

       

      (vii)  No
        provision of this Agreement shall require the Custodian to expend or risk
        its
        own funds or otherwise incur financial liability (other than expenses or
        liabilities otherwise required to be incurred by the express terms of this
        Agreement) in the performance of its duties under this Agreement if it shall
        have reasonable grounds for believing that repayment of such funds or adequate
        indemnity is not reasonably assured to it.

       

       

      (viii)  Any
        corporation into which the Custodian 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 Custodian shall be a party, or any corporation
        succeeding to the business of the Custodian shall be the successor of the
        Custodian hereunder without the execution or filing of any paper with any
        party
        hereto or any further act on the part of any of the parties hereto except
        where
        an instrument of transfer or assignment is required by law to effect such
        succession, anything herein to the contrary notwithstanding.

       

       

      (ix)  The
        Custodian shall not be responsible for delays or failures in performance
        resulting from acts beyond its control.  Such acts shall include, but not
        limited to, acts of God, strikes, lockouts, riots, acts of war or terrorism,
        epidemics, nationalization, expropriation, currency restrictions, governmental
        regulations superimposed after the fact, fire, communication line failures,
        computer viruses, power failures, earthquakes and other disasters.

       

       

      (x)  The
        Custodian shall not be responsible or liable for, and makes no representation
        or
        warranty with respect to, the validity, adequacy or perfection of any lien
        upon
        or security interest in any Mortgage File.

       

       

      (xi)  The
        Custodian shall not be responsible for preparing or filing any reports or
        returns relating to federal, state or local income taxes with respect to
        this
        Agreement, other than for the Custodian’s compensation or for reimbursement of
        expenses.

       

       

      (xii)  The
        duties and obligations of the Custodian shall only be such as are expressly
        set
        forth in this Agreement or as set forth in a written amendment to this Agreement
        executed by the parties hereto or their successors and assigns.  In the
        event that any provision of this Agreement implies or requires that action
        or
        forbearance be taken by a party, but is silent as to which party has the
        duty to
        act or refrain from acting, the parties agree that the Custodian shall not
        be
        the party required to take the action or refrain from acting.  In no event
        shall the Custodial have any responsibility to ascertain or take actions
        except
        as expressly provided herein.

       

       

      (xiii)  Nothing
        in this Agreement shall be deemed to impose on the Custodian any duty to
        qualify
        to do business in any jurisdiction, other
        than
        (i) any
        jurisdiction where any Mortgage File is or may be held by the Custodian from
        time to time hereunder, and (ii) any jurisdiction where its ownership or
        property or conduct of business requires such qualification and where failure
        to
        qualify could have a material adverse effect on the Custodian or its property
        or
        business or on the ability of the Custodian to perform its duties
        hereunder.

       

       

      (xiv)  The
        Custodian shall have no duty to ascertain whether or not any cash amount
        or
        payment has been received by the Seller, the Buyer or any third
        person.

       

       

      25.  Transmission
        of Custodial Files.

       

       

      Written
        or
        electronic
        instructions as to the method of shipment and shipper(s) the Custodian is
        directed to utilize in connection with transmission of mortgage files and
        loan
        documents in the performance of the Custodian’s duties hereunder shall be
        delivered by the Servicer (a “Requesting Party”), to the Custodian prior to any
        shipment of any mortgage files and loan documents hereunder. The Requesting
        Party will arrange for the provision of such services at its sole cost and
        expense (or, at the Custodian’s option, reimburse the Custodian for all costs
        and expenses incurred by the Custodian consistent with such instructions)
        and
        will maintain such insurance against loss or damage to mortgage files and
        loan
        documents as the Requesting Party deems appropriate. Without limiting the
        generality of the provisions of Section 23 above, it is expressly agreed
        that in
        no event shall the Custodian have any liability for any losses or damages
        to any
        person, including without limitation, any Requesting Party, arising out of
        actions of the Custodian consistent with instructions of the Requesting
        Party.

       

       

      26.  Authorized
        Representatives.

       

       

      Each
        individual designated as an authorized representative of the Servicer, the
        Trustee and the Custodian, respectively (an “Authorized
        Representative”),
        is
        authorized to give and receive notices, requests and instructions and to
        deliver
        certificates and documents in connection with this Agreement on behalf of
        the
        Servicer, the Trustee or the Custodian, as the case may be, and the specimen
        signature for each such Authorized Representative of the Servicer, the Trustee
        and the Custodian, initially authorized hereunder, as set forth on Exhibit
        4,
        Exhibit
        5
        and
Exhibit
        6
        hereof,
        respectively. From time to time the parties hereto may, by delivering to
        each
        other a revised exhibit, change the information previously given pursuant
        to
        this Section 25, but each of the parties hereto shall be entitled to rely
        conclusively on the then current exhibit until receipt of a superseding
        exhibit.

       

       

      27.  Reproduction
        of Documents.

       

       

      This
        Custodial Agreement and all documents relating thereto except with respect
        to
        the Custodial File, including, without limitation, (a) consents, waivers
        and
        modifications which may hereafter be executed, and (b) certificates and other
        information previously or hereafter furnished, may be reproduced by any
        photographic, photostatic, microfilm, microcard, miniature photographic or
        other
        similar process. The parties agree that any such reproduction shall be
        admissible in evidence as the original itself in any judicial or administrative
        proceeding, whether or not the original is in existence and whether or not
        such
        reproduction was made by a party in the regular course of business, and that
        any
        enlargement, facsimile or further reproduction of such reproduction shall
        likewise be admissible in evidence.

       

       

      28.  Amendment.

       

       

      This
        Custodial Agreement may be amended from time to time by written agreement
        signed
        by the Servicer, the Trustee and the Custodian.

       

       

      29.  Compliance
        with Regulation AB.

       

       

      (a) Intent
        of the Parties; Reasonableness.
        The
        Custodian acknowledges and agrees that the purpose of this Section 29 is
        to
        facilitate compliance by the Depositor with the provisions of Regulation
        AB and
        related rules and regulations of the Securities and Exchange Commission (the
        “Commission”). The Depositor shall not exercise its right to request delivery of
        information or other performance under these provisions other than in good
        faith, or for purposes other than compliance with the Securities Act of 1933
        (the “1933 Act”), the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”) and the rules and regulations of the Commission under the 1933
        Act and the Exchange Act. The Custodian acknowledges that interpretations
        of the
        requirements of Regulation AB may change over time, due to interpretive guidance
        provided by the Commission or its staff and agrees to comply with requests
        made
        by the Depositor in good faith for delivery of information under these
        provisions on the basis of evolving interpretations of Regulation AB. The
        Custodian shall cooperate reasonably with the Depositor to deliver to the
        Depositor (including any of its assignees or designees), any and all disclosure,
        statements, reports, certifications, records and any other information necessary
        in the reasonable, good faith determination of the Depositor to permit the
        Depositor to comply with the provisions of Regulation AB.

       

       

      (b) Additional
        Representations and Warranties of the Custodian.

       

       

      (i) The
        Custodian hereby represents and warrants that the information set forth in
        the
        Prospectus Supplement under the caption “Pooling and Servicing Agreement—The
        Custodian” (the “Custodian Disclosure”) does not contain any untrue statement of
        a material fact or omit to state a material fact required to be stated therein
        or necessary in order to make the statements therein, in the light of the
        circumstances under which they were made, not misleading.

       

       

      (ii) The
        Custodian shall be deemed to represent to the Depositor as of the date hereof
        and on each date on which information is provided to the Depositor under
        Section
        29(c) that, except as disclosed in writing to the Depositor prior to such
        date:
        (i) there are no aspects of its financial condition that could have a material
        adverse effect on the performance by it of its Custodian obligations under
        this
        Custodial Agreement or any other securitization transaction as to which it
        is
        the custodian; (ii) there are no material legal or governmental proceedings
        pending (or known to be contemplated) against it; and (iii) there are no
        affiliations relating to the Custodian with respect to the Depositor or any
        of
        the following and their affiliates: Soundview Home Loan Trust 2006-OPT3
(“Issuing
        Entity”), Option One Mortgage Corporation (“Sponsor”), the Depositor, the
        Servicer, the Trustee, The Bank of New York (“Swap Provider”) or any successor
        thereto or other material party as identified in writing to the Custodian
        by the
        Sponsor (each a “Transaction Party”) on any date following the date
        hereof,
        any
        relationships or transaction any relationships or transactions relating to
        the
        Custodian and any Transaction Party of a type described in Item 1119(b) of
        Regulation AB or any specific relationships involving the transaction
        contemplated by the Pooling and servicing Agreement or the Mortgage Loans
        between the Custodian and any Transaction Party.

       

       

      (iii) If
        so
        requested by the Depositor on any date following the Closing Date, the Custodian
        shall, within five Business Days following such request, confirm in writing
        the
        accuracy of the representations and warranties set forth in paragraph (ii)
        of
        this Section 29(b) or, if any such representation and warranty is not accurate
        as of the date of such confirmation, provide reasonably adequate disclosure
        of
        the pertinent facts, in writing, to the requesting party. Any such request
        from
        the Depositor shall not be given more than once each calendar quarter, unless
        the Depositor shall have a reasonable basis for a determination that any
        of the
        representations and warranties may not be accurate.

       

       

      (iv) The
        Custodian has not and shall not engage any subcontractor which is “participating
        in the servicing function” within the meaning of Item 1122 of Regulation AB,
        unless such subcontractor provides, beginning March 1, 2007, a report and
        a
        statement of a registered public accounting firm certifying its compliance
        with
        the applicable servicing criteria in Item 1122(d) of Regulation AB.


       

       

      (c) Additional
        Information to Be Provided by the Custodian.
        For so
        long as the Certificates are outstanding, for the purpose of satisfying the
        Depositor’s reporting obligation under the Exchange Act with respect to any
        class of Certificates, the Custodian shall (a) notify the Depositor and the
        Trustee in writing of any material litigation or governmental proceedings
        pending against the Custodian that would be material to Certificateholders,
        and
        (b) provide to the Depositor and the Trustee a written description of such
        proceedings. Any notices and descriptions required under this Section 29(c)
        shall be given no later than five Business Days prior to the Determination
        Date
        following the month in which the Custodian has knowledge of the occurrence
        of
        the relevant event. As of the date the Depositor or Trustee files each Report
        on
        Form 10-D or Form 10-K with respect to the Certificates, the Custodian will
        be
        deemed to represent that any information previously provided under this Section
        29(c), if any, is materially correct and does not have any material omissions
        unless the Custodian has provided an update to such information.

       

       

      (d) Report
        on Assessment of Compliance and Attestation.
        On or
        before March 15th of each calendar year, beginning in 2007 until and unless
        a
        Form 15 suspension notification has been filed with respect to the Trust,
        the
        Custodian shall, at its own expense:

       

       

      (i) deliver
        to the Trustee a report (in form and substance reasonably satisfactory to
        the
        Trustee) regarding the Custodian’s assessment of compliance with the Servicing
        Criteria (set forth in Exhibit 9) applicable to it during the immediately
        preceding calendar year, as required under Rules 13a-18 and 15d-18 of the
        Exchange Act and Item 1122 of Regulation AB. Each such report shall include
        (a)
        a statement of the Custodian’s responsibility for assessing compliance with the
        Servicing Criteria applicable to it, (b) a statement that the Custodian used
        the
        criteria applicable to it identified in Item 1122(d) of Regulation AB
        (§229.1122(d)) to assess compliance with the applicable Servicing Criteria,
        (c)
        disclosure of any material instance of noncompliance identified by the
        Custodian, and (d) a statement that a registered public accounting firm has
        issued an attestation report on the Custodian’s assessment of compliance with
        the applicable Servicing Criteria, which report shall be delivered by the
        Custodian as provided in this Section 29(d). Such report shall be addressed
        to
        the Depositor and signed by an authorized officer of the Custodian, and shall
        address each of the applicable Servicing Criteria; and

       

       

      (ii) deliver
        to the Trustee a report of a registered public accounting firm (who may also
        render other services to Custodian), which is a member of the American Institute
        of Certified Public Accountants, that attests to, and reports on, the assessment
        of compliance made by the Custodian and delivered pursuant to the preceding
        paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3)
        and
        2-02(g) of Regulation S-X under the 1933 Act and the Exchange Act.

       

       

      (iii) The
        Custodian has not and shall not engage any subcontractor which is “participating
        in the servicing function” within the meaning of Item 1122 of Regulation AB
        unless such Subcontractor provides, beginning March 1, 2007 a Report on
        Assessment of Compliance and an Attestation from a registered public accounting
        firm certifying its compliance with the applicable Servicing
        Criteria.

       

       

      (e) Indemnification;
        Remedies.

       

       

      The
        Custodian shall indemnify the Depositor, each affiliate of the Depositor
        and
        each broker dealer acting as underwriter, placement agent or initial purchaser
        of the Certificates or each Person who controls any of such parties (within
        the
        meaning of Section 15 of the Securities Act and Section 20 of the Exchange
        Act);
        and the respective present and former directors, officers, employees and
        agents
        of each of the foregoing, and shall hold each of them harmless from and against
        any losses, damages, penalties, fines, forfeitures, legal fees and expenses
        and
        related costs, judgments, and any other costs, fees and expenses that any
        of
        them may sustain arising out of or based upon (i) any untrue statement of
        a
        material fact contained or alleged to be contained in the Custodian Disclosure
        and any information, report, certification, accountants’ attestation or other
        material provided under this Section 29 by or on behalf of the Custodian
        (collectively, the “Custodian Information”), or the omission or alleged omission
        to state in the Custodian Information a material fact required to be stated
        in
        the Custodian Information or necessary in order to make the statements therein,
        in the light of the circumstances under which they were made, not misleading;
        or
        (ii) any failure by the Custodian to deliver any information, report,
        certification, accountants’ attestation or other material when and as required
        under this Section 29. This indemnification shall survive the termination
        of
        this Custodial Agreement or the termination, resignation or removal of the
        Custodian.

       

       

      In
        the
        case of any failure of performance described in clause (ii) of the immediately
        preceding paragraph, the Custodian shall promptly reimburse the Depositor
        for
        all costs reasonably incurred by the Depositor in order to obtain the
        information, report, certification, accountants’ letter or other material not
        delivered as required by the Custodian.

       

       

      30.  Limitation
        of Liability.

       

       

      It
        is
        expressly understood and agreed by the parties hereto that (a) this Custodial
        Agreement is executed and delivered by Deutsche Bank National Trust Company,
        not
        individually or personally but solely as the Indenture Trustee for Soundview
        Home Loan Trust 2006-OPT3, in the exercise of the powers and authority conferred
        and vested in it, (b) the representations, undertakings and agreements herein
        made on the part of the Soundview Home Loan Trust 2006-OPT3 are made and
        intended not as personal representations, undertakings and agreements by
        Deutsche Bank National Trust Company but are made and intended for the purpose
        of binding only the Soundview Home Loan Trust 2006-OPT3, (c) nothing herein
        contained shall be construed as creating any liability on Deutsche Bank National
        Trust Company, individually or personally, to perform any covenant either
        expressed or implied contained herein, all such liability, if any, being
        expressly waived by the parties who are signatories to this Custodial Agreement
        and by any person claiming by, through or under such parties and (d) under
        no
        circumstances shall Deutsche Bank National Trust Company be personally liable
        for the payment of any indebtedness or expenses of the Soundview Home Loan
        Trust
        2006-OPT3 or be liable for the breach or failure of any obligation,
        representation, warranty or covenant made or undertaken by the Soundview
        Home
        Loan Trust 2006-OPT3 under this Custodial Agreement.

       

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      IN
        WITNESS WHEREOF, the Trustee, the Custodian and the Servicer have caused
        their
        names to be duly signed hereto by their respective officers thereunto duly
        authorized, all as of the date first above written.

       

      


      DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

      as
        Trustee for the
        Soundview
        Home Loan Trust 2006-OPT3, 

      Asset-Backed
        Certificates, Series 2006-OPT3 

      


      By:
        _____________________________________

      Name:
         

      Title:

      


      By:
        _____________________________________

      Name: 

      Title:

       

      WELLS
        FARGO
        BANK,
        N.A.,

      as
        Custodian

      


       

      By:
        _____________________________________

      Name: 

      Title: 

      


      OPTION
        ONE MORTGAGE CORPORATION, 

      as
        Servicer

      


       

      By:
        _____________________________________

      Name: 

      Title: 

      


      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      EXHIBIT
        1

       

       

      FORM
        OF
        TRUST RECEIPT AND INITIAL CERTIFICATION

       

       

                                                                        
        _____, 2006

       

       

      Trust
        Receipt #: ___ 

       

       

      Original
        Principal Balance of the Mortgage Loans:$_______

      


      
        	
                Deutsche
                  Bank National Trust Company

                1761
                  East St. Andrew Place

                Santa
                  Ana, California 92705-4934

                Attention:
                  Trust Administration GC05O3

                 

              	
                Financial
                  Asset Securities Corp.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 08630

              
	
                Greenwich
                  Capital Markets, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 08630

                 

              	 


      

      
        	 	
                Re:

              	
                Custodial
                  Agreement, dated as of May 1, 2006, among Deutsche Bank National
                  Trust
                  Company as the Trustee, Option One Mortgage Corporation as Servicer
                  and
                  Wells
                  Fargo Bank, N.A.
                  as
                  the Custodian

                 

              


      

      Ladies
        and Gentlemen:

      In
        accordance with the provisions of Section 3 of the above-referenced Custodial
        Agreement, the undersigned, as the Custodian, hereby certifies that it is
        holding the Mortgage Loans identified on the schedule attached hereto for
        the
        exclusive benefit of the Trustee pursuant to the terms and conditions of
        the
        Custodial Agreement, and it has received a Custodial File with respect to
        each
        such Mortgage Loan (other than any Mortgage Loan specifically identified
        on the
        exception report attached hereto) and that with respect to each such Mortgage
        Loan: (i) all documents required to be delivered to it pursuant to Section
        2.01
        of this Agreement are in its possession, (ii) such documents have been reviewed
        by it and have not been mutilated, damaged or torn and appear on their face
        to
        relate to such Mortgage Loan and (iii) based on its examination and only
        as to
        the foregoing, the information set forth in the Mortgage Loan Schedule that
        corresponds to items (1) and (3) of the definition of “Mortgage Loan Schedule”
in the Pooling and Servicing Agreement accurately reflects information set
        forth
        in the Custodial File.

       

       

      The
        Custodian hereby confirms that it is holding each such Custodial File as
        agent
        and bailee of and custodian for the exclusive use and benefit of the Trustee
        pursuant to the terms of the Custodial Agreement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Capitalized
        terms used herein shall have the meaning ascribed to them in the Custodial
        Agreement. 

       

       

      


       

      WELLS
        FARGO
        BANK,
        N.A. 

      (Custodian)

       

       

      By:
        _____________________________

      Name:     

      Title:     

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      EXHIBIT
        2

       

       

      FORM
        OF
        FINAL TRUST RECEIPT 

       

      


      TRUST
        RECEIPT # ___

       

      ______,
        2006

       

      Aggregate
        Amount of Mortgage Loans: _____

       

      Original
        Principal Balance of Aggregate Mortgage Loans: __________

      


      
        	
                Deutsche
                  Bank National Trust Company

                1761
                  East St. Andrew Place

                Santa
                  Ana, California 92705-4934

                Attention:
                  Trust Administration GC05O3

                 

              	
                Financial
                  Asset Securities Corp.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 08630

              
	
                Greenwich
                  Capital Markets, Inc.

                600
                  Steamboat Road

                Greenwich,
                  Connecticut 08630

                 

              	 


      

      
        	 	
                Re:

              	
                Custodial
                  Agreement, dated as of May 1, 2006, among Deutsche Bank National
                  Trust
                  Company as the Trustee, 

                Option
                  One Mortgage Corporation as Servicer and Wells
                  Fargo Bank, N.A.
                  as
                  the Custodian

              


      

       

       

      Ladies
        and Gentlemen:

       

      In
        accordance with the provisions of Section 4 of the above-referenced Custodial
        Agreement, the undersigned, as the Custodian, hereby certifies that as to
        each
        Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
        Loan
        paid in full or any Mortgage Loan listed on the attachment hereto) it has
        reviewed the Custodial Files and has determined that (i) all documents required
        to be delivered to it pursuant to Sections 2(i), (ii), (iii), (iv) and (v)
        of
        the Custodial Agreement are in its possession and to the extent provided
        in the
        Custodial Files paragraph (v) of Section 2 of the Custodial Agreement 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 (1)
        and
        (3) of the definition of “Mortgage Loan Schedule” in the Pooling and Servicing
        Agreement accurately reflects information set forth in the Custodial File;
        and
        (iv) each Mortgage Note has been endorsed as provided in Section 2 of the
        Custodial Agreement and each Mortgage has been assigned in accordance with
        Section 2 of the Custodial Agreement. The Custodian makes no representations
        as
        to (i) the validity, legality, enforceability, sufficiency, due authorization
        or
        genuineness of any of the documents contained in each Custodial File or of
        any
        of the Mortgage Loans or (ii) the collectability, insurability, effectiveness
        or
        suitability of any such Mortgage Loan.

       

       

      The
        Custodian hereby confirms that it is holding each such Custodial File as
        agent
        and bailee of, and custodian for the exclusive use and benefit, and subject
        to
        the sole direction, of the Trustee pursuant to the terms and conditions of
        the
        Custodial Agreement.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      Capitalized
        terms used herein shall have the meaning ascribed to them in the Custodial
        Agreement.

       

      WELLS
        FARGO
        BANK,
        N.A. 

      (Custodian)

       

       

      By:
        _____________________________

      Name:     

      Title:

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        3

       

      REQUEST
        FOR RELEASE OF DOCUMENTS

       

      


      To:         
        Wells
        Fargo Bank, N.A.

      24
        Executive Park, Suite 100

      Irvine,
        CA 92614

      Attn:  Inventory
        Control

      


      Re:          
        Custodial
        Agreement, dated as of May 1, 2006, among Deutsche Bank National Trust Company
        

                      
        as the Trustee, Option One Mortgage Corporation
        as Servicer and Wells
        Fargo Bank, N.A.
        as the
        Custodian

       

      In
        connection with the administration of the Mortgage Loans included in the
        Trust
        Fund established pursuant to the Pooling and Servicing Agreement dated as
        of May
        1, 2006, among Financial Asset Securities Corp. as Depositor, Option One
        Mortgage Corporation, as Servicer, and Deutsche Bank National Trust Company,
        a
        national banking association, as Trustee and held by you as Custodian pursuant
        to the above-captioned Custodial Agreement, we request the release, and hereby
        acknowledge receipt of the Custodial File for the Mortgage Loan described
        below,
        for the reason indicated.

       

      Mortgage
        Loan Number:

      


      Mortgagor
        Name, Address & Zip Code:

      


      


      Reason
        for Requesting Documents
        (check
        one):

      


      _______  1. Mortgage
        Paid in Full

      


      _______  2. Foreclosure

      


      _______  3.
         Substitution

      


      _______  4. Other
        Liquidation (Repurchases, etc.)

      


      _______  5. Nonliquidation                                      
        Reason:___________________________

      


      Address
        to which Custodian should

      Deliver
        the Custodial
        File:                                 
__________________________________________

      __________________________________________

      __________________________________________

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      By:_____________________________________

                               (authorized
        signer)

      


      Issuer:___________________________________

      Address:

      


      Date:____________________________________

      Custodian

      


      Wells
        Fargo Bank, N.A.

       

      Please
        acknowledge the execution of the above request by your signature and date
        below:

      


      ____________________________________ _________________

      Signature      Date

      


      Documents
        returned to Custodian:

      


      ____________________________________ _________________

      Custodian      Date

      


       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      EXHIBIT
        4

       

       

      AUTHORIZED
        REPRESENTATIVES OF SERVICER

       

       

      NAME       SPECIMEN
        SIGNATURE

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        5

       

       

      AUTHORIZED
        REPRESENTATIVES OF TRUSTEE

       

       

      NAME       SPECIMEN
        SIGNATURE

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      


       

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      EXHIBIT
        6

       

       

      AUTHORIZED
        REPRESENTATIVES OF CUSTODIAN

       

       

      NAME       SPECIMEN
        SIGNATURE

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

      _________________________   _________________________

       

       

       

       

      EXHIBIT
        7

       

       

      SCHEDULE
        OF MORTGAGE LOANS

       

       

      SEE
        EXHIBIT D TO THE POOLING AND SERVICING AGREEMENT

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


       

      EXHIBIT
        8

       

       

      FORM
        OF
        RECEIPT OF MORTGAGE NOTE

       

      


      Financial
        Asset Securities Corp.

      600
        Steamboat Road

      Greenwich,
        Connecticut 06830

       

      Deutsche
        Bank National Trust Company

      1761
        East
        St. Andrew Place

      Santa
        Ana, California 92705-4934

       

      


       

      
        	 	
                Re:

              	
                Soundview
                  Home Loan Trust 2006-OPT3,

              


      

                                                     
        Asset-Backed Certificates Series 2006-OPT3

       

      Ladies
        and Gentlemen:

       

      Pursuant
        to Section 3 of the Custodial Agreement, dated as of May 1, 2006, among Deutsche
        Bank National Trust Company as the Trustee, Option One Mortgage Corporation
        as
        Servicer and Wells
        Fargo Bank, N.A.
        as the
        Custodian, we hereby acknowledge the receipt of the original Mortgage Notes
        with
        any exceptions thereto listed on Exhibit 2.

       

      WELLS
        FARGO BANK, N.A.

      


       

      By:
        __________________________

      Name:

      Title:

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



       

      EXHIBIT
        9

       

       

      SERVICING
        CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

       

       

      The
        assessment of compliance to be delivered by the Custodian shall address,
        at a
        minimum, the criteria identified below as “Applicable Servicing
        Criteria”:

       

       

      


       

      
        	
                 

                Servicing
                  Criteria

              	
                Applicable

                Servicing
                  Criteria

              
	
                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

              	 
	
                 

                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

              	 
	
                 

                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the pool assets are maintained.

              	 
	
                 

                 

                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements.

              	 
	 	
                 

                Cash
                  Collection and Administration

              	 
	
                 

                 

                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements.

              	 
	
                 

                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel.

              	 
	
                 

                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.

              	 
	
                 

                 

                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.

              	 
	
                 

                 

                 

                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 institutions” 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. 

              	 
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	 
	
                 

                 

                 

                 

                 

                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 ther person who prepared
                  the
                  reconciliations; 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.

              	 
	 	
                 

                Investor
                  Remittances and Reporting

              	 
	
                 

                 

                 

                 

                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements, (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors; or the trustee’s records as to the total unpaid principal
                  balance and number of pool assets serviced by the
                  servicer.

              	 
	
                 

                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.

              	 
	
                 

                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.

              	 
	
                 

                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.

              	 
	 	
                 

                Pool
                  Asset Administration

              	 
	
                 

                1122(d)(4)(i)

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related asset pool documents.

              	
                √

              
	
                 

                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements.

              	
                √

              
	
                 

                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

              	 
	
                 

                 

                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents.

              	 
	
                 

                1122(d)(4)(v)

              	
                The
                  servicer’s records regarding the pool assets agree with the servicer’s
                  records with respect to an obligor’s unpaid principal
                  balance.

              	 
	
                 

                 

                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor’s pool asset (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.

              	 
	
                 

                 

                1122(d)(4)(vii)

              	
                Loss
                  mitigation of recovery actions (e.g., forbearance plans, modifications
                  and
                  deed 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
                  documents.

              	 
	
                 

                 

                 

                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.,
                  Such
                  records are maintained in at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or
                  unemployment).

              	 
	
                 

                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents.

              	 
	
                 

                 

                 

                 

                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts);
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 3-
                  calendar
                  days of full repayment of the related pool asset, or such other
                  number of
                  days specified in the transaction agreements.

              	 
	
                 

                 

                 

                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax ore 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 service at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

              	 
	
                 

                 

                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.

              	 
	
                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.

              	 
	
                1122(d)(4)(xiv)

              	
                Delinquencies,
                  charge-offs and uncollectible funds are recognized and recorded
                  in
                  accordance with the transaction agreements.

              	 
	
                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.

              	 


      

       

       

    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      H

     

    FORM
      OF
      LOST NOTE AFFIDAVIT

     

    Personally
      appeared before me the undersigned authority to administer oaths,
      __________________ who first being duly sworn deposes and says: Deponent is
      __________________________ of ____________________________, successor by merger
      to _________________________ (“Seller”) and who has personal knowledge of the
      facts set out in this affidavit.

     

    On
      _________________________________, _________________________________ did execute
      and deliver a promissory note in the principal amount of
      $____________________.

     

    That
      said
      note has been misplaced or lost through causes unknown and is presently lost
      and
      unavailable after diligent search has been made. Seller’s records show that an
      amount of principal and interest on said note is still presently outstanding,
      due, and unpaid, and Seller is still owner and holder in due course of said
      lost
      note.

     

    Seller
      executes this Affidavit for the purpose of inducing Deutsche Bank National
      Trust
      Company, as trustee on behalf of Soundview Home Loan Trust 2006-OPT3,
      Asset-Backed Certificates Series 2006-OPT3, to accept the transfer of the above
      described loan from Seller.

     

    Seller
      agrees to indemnify Deutsche Bank National Trust Company and Financial Asset
      Securities Corp. harmless for any losses incurred by such parties resulting
      from
      the above described promissory note has been lost or misplaced.

     

    By: _______________________

    _______________________

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                SS:

            
	
              COUNTY
                OF

               

            	
              )

               

            


    

    On
      this
      ______ day of ______________, 20_, before me, a Notary Public, in and for said
      County and State, appeared , who acknowledged the extension of the foregoing
      and
      who, having been duly sworn, states that any representations therein contained
      are true.

     

    Witness
      my hand and Notarial Seal this _________ day of 20__.

     

    ____________________________

     

    ____________________________

     

    My
      commission expires __________________________.



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      I

     

    FORM
      OF
      LIMITED POWER OF ATTORNEY

     

    KNOW
      ALL
      MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST ENDORSEE,
      AS
      APPLICABLE], [a ___________________ corporation][a national banking
      organization], having its principal place of business at
      __________________________, (the “Undersigned”), pursuant to that Pooling and
      Servicing Agreement (the “Pooling and Servicing Agreement”) among Financial
      Asset Securities Corp. (the “Owner”), Deutsche Bank National Trust Company and
      Option One Mortgage Corporation (“OOMC”), hereby constitutes and appoints OOMC,
      by and through OOMC’s officers, the Undersigned’s true and lawful
      Attorney-in-Fact, in the Undersigned’s name, place and stead, as their interests
      may appear, and for the Undersigned’s respective benefit, in connection with all
      Mortgage Loans serviced by OOMC pursuant to the Pooling and Servicing Agreement,
      for the purpose of performing all acts and executing all documents in the name
      of the Undersigned as may be customarily and reasonably necessary and
      appropriate to effectuate the following enumerated transactions in respect
      of
      any of the mortgages, deeds of trust or security instrument (each a “Mortgage”
or a “Deed of Trust” respectively) and promissory notes secured thereby (each a
“Mortgage Note”) for which the Undersigned is acting as Servicer pursuant to the
      Pooling and Servicing Agreement (whether the Undersigned is named therein as
      mortgagee or beneficiary or has become mortgagee by virtue of endorsement of
      the
      Mortgage Note secured by any such Mortgage or Deed of Trust) all subject to
      the
      terms of the related Pooling and Servicing Agreement.

     

    This
      appointment shall apply to the following enumerated transactions
      only:

     

    1. The
      modification or re-recording of a Mortgage or Deed of Trust, where said
      modification or re-recording is for the purpose of correcting the Mortgage
      or
      Deed of Trust to conform same to the original intent of the parties thereto
      or
      to correct title errors discovered after such title insurance was issued and
      said modification or re-recording, in either instance, does not adversely affect
      the lien of the Mortgage or Deed of Trust as insured.

     

    2. The
      subordination of the lien of a Mortgage or Deed of Trust to an easement in
      favor
      of a public utility company or a governmental agency or authority thereunder
      with powers of eminent domain; this section shall include, without limitation,
      the execution of partial satisfaction/release, partial reconveyances or the
      execution of requests to trustees to accomplish same.

     

    3. The
      conveyance of the properties to the mortgage insurer, or the closing of the
      title to the property to be acquired as real estate owned, or conveyance of
      title to real estate owned.

     

    4. The
      completion of loan assumption agreements.

     

    5. The
      full
      satisfaction/release of a Mortgage or Deed of Trust or full reconveyance upon
      payment and discharge of all sums secured thereby, including, without
      limitation, cancellation of the related Mortgage Note.

     

    6. The
      assignment of any Mortgage or Deed of Trust and the related Mortgage Note,
      in
      connection with the repurchase of the mortgage loan secured and evidenced
      thereby.

     

    7. The
      full
      assignment of a Mortgage or Deed of Trust upon payment and discharge of all
      sums
      secured thereby in conjunction with the refinancing thereof, including, without
      limitation, the assignment of the related Mortgage Note.

     

    8. With
      respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a deed
      in
      lieu of foreclosure, or the completion of judicial or non-judicial foreclosure
      or termination, cancellation or rescission of any such foreclosure, including,
      without limitation, any and all of the following acts:

     

    a) the
      substitution of trustee(s) serving under a Deed of Trust, in accordance with
      state law and the Deed of Trust;

     

    b) the
      preparation and issuance of statements of breach or
      non-performance;

     

    c) the
      preparation and filing of notices of default and/or notices of
      sale;

     

    d) the
      cancellation/rescission of notices of default and/or notices of
      sale;

     

    e) the
      taking of a deed in lieu of foreclosure; and

     

    f) the
      preparation and execution of such other documents and performance of such other
      actions as may be necessary under the terms of the Mortgage, Deed of Trust
      or
      state law to expeditiously complete said transactions in paragraphs 8(a) through
      8(e) above.

     

    9. The
      full
      assignment of a Mortgage or Deed of Trust upon sale of a loan pursuant to a
      mortgage loan sale agreement for the sale of a loan or pool of loans, including,
      without limitation, the assignment of the related Mortgage Note.

     

    The
      Undersigned gives said Attorney-in-Fact full power and authority to execute
      such
      instruments and to do and perform all and every act and thing necessary and
      proper to carry into effect the power or powers granted by or under this Limited
      Power of Attorney, each subject to the terms and conditions set forth in the
      related Pooling and Servicing Agreement and in accordance with the standard
      of
      care applicable to servicers in the Pooling and Servicing Agreement as fully
      as
      the undersigned might or could do, and hereby does ratify and confirm to all
      that said Attorney-in-Fact shall lawfully do or cause to be done by authority
      hereof. This Limited Power of Attorney shall be effective as of [SERVICING
      TRANSFER EFFECTIVE DATE].

     

    Nothing
      contained herein shall (i) limit in any manner any indemnification provided
      by
      OOMC to the Owner under the Pooling and Servicing Agreement, or (ii) be
      construed to grant OOMC the power to initiate or defend any suit, litigation
      or
      proceeding in the name of the Undersigned except as specifically provided for
      herein or under the Pooling and Servicing Agreement.

     

    Option
      One Mortgage Corporation hereby agrees to indemnify and hold the Undersigned
      and
      its directors, officers, employees and agents harmless from and against any
      and
      all liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses or disbursements of any kind or nature whatsoever
      incurred by reason or result of or in connection with the exercise by OOMC
      of
      the powers granted to it hereunder. The foregoing indemnity shall survive the
      termination of this Limited Power of Attorney and the Pooling and Servicing
      Agreement or the earlier resignation or removal of the Undersigned under the
      Pooling and Servicing Agreement.

     

    Any
      third
      party without actual notice of fact to the contrary may rely upon the exercise
      of the power granted under this Limited Power of Attorney; and may be satisfied
      that this Limited Power of Attorney shall continue in full force and effect
      and
      has not been revoked unless an instrument of revocation has been made in writing
      by the undersigned, and such third party put on notice thereof. This Limited
      Power of Attorney shall be in addition to and shall not revoke or in any way
      limit the authority granted by any previous power of attorney executed by the
      Undersigned.

     

    IN
      WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing
      Agreement, has caused its corporate seal to be hereto affixed and these presents
      to be signed and acknowledged in its name and behalf by ______________________,
      its duly elected and authorized _________________________ this ___ day of
      _________________, 2006.

     

    By:______________________________

    Name:___________________________

    Title:____________________________

     

    Acknowledged
      and Agreed

    OPTION
      ONE MORTGAGE CORPORATION

     

    By:_________________________

    Name:

    Title:

     

     

    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      J

     

    FORM
      OF
      INVESTMENT LETTER [NON-RULE 144A]

     

    [DATE]

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

    Deutsche
      Bank National Trust Company

     

    
      	 	Re:	
              Soundview
                Home Loan Trust 2006-OPT3,

              Asset-Backed
                Certificates Series 2006-OPT3

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Certificates, we certify
      that (a) we understand that the Certificates are not being registered under
      the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates, (c)
      we
      have had the opportunity to ask questions of and receive answers from the
      Depositor concerning the purchase of the Certificates and all matters relating
      thereto or any additional information deemed necessary to our decision to
      purchase the Certificates, (d) we are not an employee benefit plan that is
      subject to the Employee Retirement Income Security Act of 1974, as amended,
      or a
      plan that is subject to Section 4975 of the Internal Revenue Code of 1986,
      as
      amended, nor are we acting on behalf of any such plan, (e) we are acquiring
      the
      Certificates for investment for our own account and not with a view to any
      distribution of such Certificates (but without prejudice to our right at all
      times to sell or otherwise dispose of the Certificates in accordance with clause
      (g) below), (f) we have not offered or sold any Certificates to, or solicited
      offers to buy any Certificates from, any person, or otherwise approached or
      negotiated with any person with respect thereto, or taken any other action
      which
      would result in a violation of Section 5 of the Act, and (g) we will not sell,
      transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
      or other disposition is made pursuant to an effective registration statement
      under the Act or is exempt from such registration requirements, and if
      requested, we will at our expense provide an opinion of counsel satisfactory
      to
      the addressees of this Certificate that such sale, transfer or other disposition
      may be made pursuant to an exemption from the Act, (2) the purchaser or
      transferee of such Certificate has executed and delivered to you a certificate
      to substantially the same effect as this certificate, and (3) the purchaser
      or
      transferee has otherwise complied with any conditions for transfer set forth
      in
      the Pooling and Servicing Agreement.

     

    
      
         

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

                       

                      Very
                        truly yours,

                       

                      [NAME
                        OF TRANSFEREE]

                    

                  

                
	 	 	 
	 	
                  By:

                	 
	 	
                   

                	
                  Authorized
                    Officer

                
	 	
                   

                	 


        

         

      

       

    


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    FORM
      OF
      RULE 144A INVESTMENT LETTER

     

    [DATE]

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Deutsche
      Bank National Trust Company

    1761
      East
      St. Andrew Place

    Santa
      Ana, California 92705-4934

     

    
      	 	Re:	
              Soundview
                Home Loan Trust 2006-OPT3,

              Asset-Backed
                Certificates Series 2006-OPT3

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have had the opportunity
      to
      ask questions of and receive answers from the Depositor concerning the purchase
      of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates,
      (c)
      we are not an employee benefit plan that is subject to the Employee Retirement
      Income Security Act of 1974, as amended, or a plan that is subject to Section
      4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on
      behalf of any such plan, (d) we have not, nor has anyone acting on our behalf
      offered, transferred, pledged, sold or otherwise disposed of the Certificates,
      any interest in the Certificates or any other similar security to, or solicited
      any offer to buy or accept a transfer, pledge or other disposition of the
      Certificates, any interest in the Certificates or any other similar security
      from, or otherwise approached or negotiated with respect to the Certificates,
      any interest in the Certificates or any other similar security with, any person
      in any manner, or made any general solicitation by means of general advertising
      or in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Securities Act or that would render
      the disposition of the Certificates a violation of Section 5 of the Securities
      Act or require registration pursuant thereto, nor will act, nor has authorized
      or will authorize any person to act, in such manner with respect to the
      Certificates, (e) we are a “qualified institutional buyer” as that term is
      defined in Rule 144A under the Securities Act and have completed either of
      the
      forms of certification to that effect attached hereto as Annex 1 or Annex 2.
      We
      are aware that the sale to us is being made in reliance on Rule 144A. We are
      acquiring the Certificates for our own account or for resale pursuant to Rule
      144A and further, understand that such Certificates may be resold, pledged
      or
      transferred only (i) to a person reasonably believed to be a qualified
      institutional buyer that purchases for its own account or for the account of
      a
      qualified institutional buyer to whom notice is given that the resale, pledge
      or
      transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
      exemption from registration under the Securities Act.

     

    
      
        
           

          
            	 	
                    
                      
                        Very
                          truly yours,

                         

                        [NAME
                          OF TRANSFEREE]

                      

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                     

                  	
                    Authorized
                      Officer

                  
	 	
                     

                  	 


          

           

        

         

      

    


    
      
         

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT J

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


     

    [For
      Transferees Other Than Registered Investment Companies]

    


    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
      discretionary basis $                    1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    _________
      Corporation,
      etc.
      The Buyer is a corporation (other than a bank, savings and loan association
      or
      similar institution), Massachusetts or similar business trust, partnership,
      or
      charitable organization described in Section
      501(c)(3) of the Internal Revenue Code of 1986, as amended.

     

    _________
      Bank.
      The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a copy of which is
      attached hereto.

     

    _________
      Savings
      and Loan.
      The
      Buyer (a) is a savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution, which is
      supervised and examined by a State or Federal authority having supervision
      over
      any such institutions or is a foreign savings and loan association or equivalent
      institution and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a copy of which is
      attached hereto.

     

    _________
      Broker-Dealer.
      The
      Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934.

     

    _________
      Insurance
      Company.
      The
      Buyer is an insurance company whose primary and predominant business activity
      is
      the writing of insurance or the reinsuring of risks underwritten by insurance
      companies and which is subject to supervision by the insurance commissioner
      or a
      similar official or agency of a State, territory or the District of
      Columbia.

     

    _________
      State
      or Local Plan.
      The
      Buyer is a plan established and maintained by a State, its political
      subdivisions, or any agency or instrumentality of the State or its political
      subdivisions, for the benefit of its employees.

     

    _________
      ERISA
      Plan.
      The
      Buyer is an employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974.

     

    Investment
      Advisor.
      The
      Buyer is an investment advisor registered under the Investment Advisors Act
      of
      1940.

     

    _________
      Small
      Business Investment Company.
      Buyer
      is a small business investment company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958.

     

    _________
      Business
      Development Company.
      Buyer
      is a business development company as defined in Section 202(a)(22) of the
      Investment Advisors Act of 1940.

     

    3. The
      term
“SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are
      affiliated with the Buyer, (ii) securities that are part of an unsold allotment
      to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities
      issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
      deposit notes and certificates of deposit (v) loan participations, (vi)
      repurchase agreements, (vii) securities owned but subject to a repurchase
      agreement and (viii) currency, interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published. If clause (ii) in the preceding sentence applies, the securities
      may be valued at market. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    6. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the
      parties to which this certification is made of any changes in the information
      and conclusions herein. Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification as of the
      date of such purchase. In addition, if the Buyer is a bank or savings and loan
      is provided above, the Buyer agrees that it will furnish to such parties updated
      annual financial statements promptly after they become available.

     

    
      

      
        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.

      

    

     

     

    
      	 	 
	 	
              Print
                Name of Buyer

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	
              Date:

            	 


    

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT J

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

    


    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
      Investment Companies (as defined below), is such an officer of the
      Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year. For
      purposes of determining the amount of securities owned by the Buyer or the
      Buyer’s Family of Investment Companies, the cost of such securities was used,
      except (i) where the Buyer or the Buyers Family of Investment Companies reports
      its securities holdings in its financial statements on the basis of their market
      value, and (ii) no current information with respect to the cost of those
      securities has been published. If clause (ii) in the preceding sentence applies,
      the securities may be valued at market.

     

    _________
      The
      Buyer
      owned $_________ in securities (other than the excluded securities referred
      to
      below) as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

     

    _________
      The
      Buyer
      is part of a Family of Investment Companies which owned in the aggregate
      $___________ in securities (other than the excluded securities referred to
      below) as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

     

    3. The
      term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
      investment companies (or series thereof) that have the same investment adviser
      or investment advisers that are affiliated (by virtue of being majority owned
      subsidiaries of the same parent or because one investment adviser is a majority
      owned subsidiary of the other).

     

    4. The
      term
“SECURITIES” as used herein does not include (i) securities of issuers that are
      affiliated with the Buyer or are part of the Buyer’s Family of Investment
      Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the Rule
      144A Transferee Certificate to which this certification relates are relying
      and
      will continue to rely on the statements made herein because one or more sales
      to
      the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
      purchase for the Buyer’s own account.

     

    6. Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions herein. Until such
      notice is given, the Buyer’s purchase of the Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

     

     

     

     

    
       

      
        	 	 
	 	
                Print
                  Name of Buyer

              
	 	 	 
	 	
                By:

              	 
	 	
                 

              	
                Name:

              
	 	
                 

              	
                Title:

              
	 	 	 
	 	
                
                  IF
                    AN ADVISER:

                

              
	 	 
	 	 Print
                Name of Buyer
	 	 	 
	 	
                Date:

              	 


      

       

      

        
          
             

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    EXHIBIT
      K

     

    FORM
      OF
      TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES

     

    PURSUANT
      TO SECTION 5.02(D)

     

    SOUNDVIEW
      HOME LOAN TRUST 2006-OPT3

     

    ASSET-BACKED
      CERTIFICATES, SERIES 2006-OPT3

     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )
                ss:

            	 
	
              COUNTY
                OF

               

            	
              )

               

            	 


    

     

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

     

    1.  The
      undersigned is an officer of, the proposed Transferee of an Ownership Interest
      in a Residual Certificate (the “Certificate”)
      issued
      pursuant to the Pooling and Servicing Agreement dated as of May 1, 2006 (the
      “Agreement”),
      among
      Financial Asset Securities Corp., as depositor (the “Depositor”),
      Option One Mortgage Corporation, as servicer (the “Servicer”)
      and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”).
      Capitalized terms used, but not defined herein or in Exhibit 1 hereto,
      shall have the meanings ascribed to such terms in the Agreement. The Transferee
      has authorized the undersigned to make this affidavit on behalf of the
      Transferee for the benefit of the Depositor and the Trustee.

     

    2.  The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. The Transferee has no knowledge
      that any such affidavit is false.

     

    3.  The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are not Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is not a Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4.  The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    5.  The
      Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales. The Transferee expressly agrees to be bound by and to abide
      by
      the provisions of Section 5.02(d) of the Agreement and the restrictions
      noted on the face of the Certificate. The Transferee understands and agrees
      that
      any breach of any of the representations included herein shall render the
      Transfer to the Transferee contemplated hereby null and void.

     

    6.  The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
      a
      certificate substantially in the form set forth as Exhibit L to the
      Agreement (a “Transferor
      Certificate”)
      to the
      effect that such Transferee has no actual knowledge that the Person to which
      the
      Transfer is to be made is not a Permitted Transferee.

     

    7.  The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become due. The
      Transferee does not have the intention to impede the assessment or collection
      of
      any tax legally required to be paid with respect to the
      Certificate.

     

    8.  The
      Transferee’s taxpayer identification number is ___________.

     

    9.  The
      Transferee is a U.S. Person as defined in Code
      Section 7701(a)(30).

     

    10.  The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11.  The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12.  Check
      one
      of the following:

     

    [_] The
      present value of the anticipated tax liabilities associated with holding the
      Certificate, as applicable, does not exceed the sum of:

     

    
      	 	
              (i)

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

            


    

     

    
      	 	
              (ii)

            	
              the
                present value of the expected future distributions on such Certificate;
                and

            


    

     

    
      	 	
              (iii)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates
                losses.

            


    

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

    [_] The
      transfer of the Certificate complies with U.S. Treasury Regulations Sections
      1.860E-1(c)(5) and (6) and, accordingly,

     

    
      	 	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United
                States;

            


    

     

    
      	 	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

            


    

     

    
      	 	
              (iii)

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                of
                the U.S. Treasury Regulations;
                and

            


    

     

    
      	 	
              (iv)

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

            


    

     

    [_] None
      of
      the above.

     

    13.  The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or a plan that is subject to Section 4975 of the Code or a plan subject to
      any Federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan.


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
          
      day
      of
                  ,
      20  .

     

    


    
      	 	
              [NAME
                OF TRANSFEREE]

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

     

    [Corporate
      Seal]

     

    ATTEST:

     

    


    
      	 	 
	
              [Assistant]
                Secretary

            	 


    

     

    Personally
      appeared before me the above-named __________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this     
      day
      of
        
      ,
      20  .

     

    


    
      	 	 
	 	
              NOTARY
                PUBLIC

               

              My
                Commission expires the __ day

              of
                _________, 20__

            


    

     

     

     

    


      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




    EXHIBIT
      L

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    [DATE]

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	 	Re:	
              Soundview
                Home Loan Trust 2006-OPT3,

              Asset-Backed
                Certificates Series 2006-OPT3

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and are being disposed by us in a
      transaction that is exempt from the registration requirements of the Act, (b)
      we
      have not offered or sold any Certificates to, or solicited offers to buy any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the Act, (c)
      to
      the extent we are disposing of a Class [ ] Certificate, we have no knowledge
      the
      Transferee is not a Permitted Transferee and (d) no purpose of the proposed
      disposition of a Class [ ] Certificate is to impede the assessment or collection
      of tax.

     

    
      	 	
              Very
                truly yours,

               

            
	 	
              TRANSFEROR

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      M

     

    FORM
      OF
      ERISA REPRESENTATION LETTER

     

    _____________,
      20__

     

    


    
      	
              Financial
                Asset Securities Corp.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

               

            	
              Deutsche
                Bank National Trust Company

              1761
                East St. Andrew Place

              Santa
                Ana, California 92705-4934

               

            


    

     

    
       

      
        	 	Re:	
                Soundview
                  Home Loan Trust 2006-OPT3,

                Asset-Backed
                  Certificates Series 2006-OPT3

              


      

       

    

    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Soundview Home
      Loan Trust 2006-OPT3, Asset-Backed Certificates Series 2006-OPT3, Class
      [C][P][R[-X]] (the “Certificates”), issued pursuant to a Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”) dated as of May 1, 2006 among
      Financial Asset Securities Corp. as depositor (the “Depositor”), Option One
      Mortgage Corporation as servicer (the “Servicer”) and Deutsche Bank National
      Trust Company as trustee (the “Trustee”). Capitalized terms used herein and not
      otherwise defined shall have the meanings assigned thereto in the Pooling and
      Servicing Agreement. The Transferee hereby certifies, represents and warrants
      to, and covenants with the Depositor, the Trustee and the Servicer the
      following:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be
      transferred to any entity that is deemed to be investing in plan assets within
      the meaning of the DOL regulation at 29 C.F.R.ss. 2510.3-101.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	 	
                Very
                  truly yours,

                 

              
	 	
                
                  [Transferee]

                

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      
 

    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      N-1

     

    FORM
      CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

     

    
      	 	Re:	
              Soundview
                Home Loan Trust, Series 2006-OPT3

              Asset
                Backed Certificates, Series
                2006-OPT3

            


    

     

    I,
      [identify the certifying individual], certify that:

     

    l. I
      have
      reviewed this report on Form 10-K, and all reports on Form 10-D required to
      be
      filed in respect of the period included in the year covered by this report
      in
      Form 10-K of Soundview Home Loan Trust 2006-OPT3 (the “Exchange Act periodic
      reports”);

     

    2. Based
      on
      my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3. Based
      on
      my knowledge, all of the distribution, servicing and other information required
      to be provided under Form 10-D for the period covered by this report is included
      in the Exchange Act periodic reports;

     

    4. Based
      on
      my knowledge and upon the annual compliance statement required in this report
      under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      periodic reports, the Servicer has fulfilled each of its obligations under
      the
      pooling and servicing agreement; and

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: Option One Mortgage Corporation and
      Deutsche Bank National Trust Company.

     

    
      	 	
              FINANCIAL
                ASSET SECURITIES CORP.

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	
              Date:

            	 


    

    


     

    EXHIBIT
      N-2

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO DEPOSITOR BY THE TRUSTEE

     

    
       

      
        	 	Re:	
                Soundview
                  Home Loan Trust 2006-OPT3 (the “Trust”) 
                  Asset-Backed
                    Certificates, Series
                    2006-OPT3

                

              


      

       

    

    I,
      [identify the certifying individual], a [title] of Deutsche Bank National Trust
      Company, as Trustee of the Trust, hereby certify to Financial Asset Securities
      Corp. (the “Depositor”), and its officers, directors and affiliates, and with
      the knowledge and intent that they will rely upon this certification,
      that:

     

    1. I
      have
      reviewed the annual report on Form 10-K for the fiscal year [___], and all
      reports on Form 10-D required to be filed in respect of the period covered
      by
      such Form 10-K of the Depositor relating to the above-referenced trust (the
      “Exchange Act periodic reports”)

     

    2. Based
      on
      my knowledge, the information prepared by the Trustee, contained, in these
      distribution reports taken as a whole, do not contain any untrue statement
      of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this report;

     

    3. Based
      on
      my knowledge, the distribution information required to be provided by the
      Trustee under the Pooling and Servicing Agreement is included in these
      reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated May 1, 2006 (the “Pooling and Servicing
      Agreement”), among the Depositor as depositor, Option One Mortgage Corporation
      as servicer and Deutsche Bank National Trust Company as trustee.

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY, as Trustee

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	
              Date:

            	 


    

    


     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      N-3

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO DEPOSITOR BY THE SERVICER

    
       

      
         

        
          	 	Re:	
                  Soundview
                    Home Loan Trust, Series 2006-OPT3 
                    Asset
                      Backed Certificates, Series
                      2006-OPT3

                  

                


        

         

      

    

    I,
      [identify the certifying individual], certify to Financial Asset Securities
      Corp. (the “Depositor”), the Trustee and their respective officers, directors
      and affiliates, and with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    1.
       Based
      on
      my knowledge, the information in the annual compliance statement, the Annual
      Independent Public Accountant's Servicing Report and all servicing reports,
      officer's certificates and other information relating to the servicing of the
      Mortgage Loans taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading as of the date of this certification;

     

    2. The
      servicing information required to be provided by the Servicer under the Pooling
      and Servicing Agreement has been provided to the Depositor and the
      Trustee;

     

    3. I
      am is
      responsible for reviewing the activities performed by the Servicer under the
      Pooling and Servicing Agreement and based upon the review required by the
      Pooling and Servicing Agreement, and except as disclosed in the annual
      compliance statement or the Annual Independent Public Accountant's Servicing
      Report, the Servicer has, as of the date of this certification fulfilled its
      obligations under the Pooling and Servicing Agreement; and

     

    4. Such
      officer has disclosed to the Depositor and the Trustee all significant
      deficiencies relating to the Servicer’s compliance with the minimum servicing
      standards in accordance with a review conducted in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar standard as set
      forth
      in the Pooling and Servicing Agreement.

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in
      the

    Pooling
      and Servicing Agreement, dated May 1, 2006 (the “Pooling and Servicing
      Agreement”), among the Depositor, Option One Mortgage Corporation as servicer
      and Deutsche Bank National Trust Company as trustee.

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    
      	 	
              OPTION
                ONE MORTGAGE CORPORATION

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	
              Date:

            	 


    

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      O

     

    [RESERVED]

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      P

     

    FORM
      OF
      ANNUAL STATEMENT AS TO COMPLIANCE

     

    ___________________
      Trust, Series 200_-___

     

    _______________
      Pass-Through Certificates

     

    I,
      _____________________, hereby certify that I am a duly appointed
      __________________________ of _______________________________ (the
“[Servicer]”), and further certify as follows:

     

    1. This
      certification is being made pursuant to the terms of the Pooling and Servicing
      Agreement, dated as of ____________, _____ (the “Agreement”), among
      ______________________, as depositor, the [Servicer], as [servicer] and
      ________________, as trustee.

     

    2. I
      have
      reviewed the activities of the [Servicer] during the preceding year and the
      [Servicer’s] performance under the Agreement and to the best of my knowledge,
      based on such review, the [Servicer] has fulfilled all of its obligations under
      the Agreement throughout the year.

     

    Capitalized
      terms not otherwise defined herein have the meanings set forth in the
      Agreements.

     

    Dated:
      _________________

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate as of
      _____________.

     

    
      	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    


     

    I,
      _________________________, a (an) __________________ of the [Servicer], hereby
      certify that _________________ is a duly elected, qualified, and acting
      _______________________ of the [Servicer] and that the signature appearing
      above
      is his/her genuine signature.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Certificate as of
      ______________.

     

    
      	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      Q

    


    FORM
      OF
      INTEREST RATE SWAP AGREEMENT

     

    

      

      


      


      Dated:
        April 21, 2006

      


      Rate
        Swap Transaction

      


      Re:
        BNY
        Reference No. 37739

      


      Ladies
        and Gentlemen:

      


      The
        purpose of this letter agreement (“Agreement”)
        is to
        confirm the terms and conditions of the rate Swap Transaction entered into
        on
        the Trade Date specified below (the “Transaction”)
        between The Bank of New York (“BNY”),
        a
        trust company duly organized and existing under the laws of the State of
        New
        York, and Deutsche Bank National Trust Company, not in its individual capacity,
        but solely as supplemental interest trust trustee (the “Supplemental
        Interest Trust Trustee”)
        for
        the supplemental interest trust (the “Supplemental
        Interest Trust”
or
        the
“Counterparty”)
        with
        respect to the Soundview Home Loan Trust 2006-OPT3 Asset-Backed Certificates,
        Series 2006-OPT3, under the pooling and servicing agreement dated as of May
        1,
        2006, among Financial Asset Securities Corp., as depositor (the “Depositor”),
        Option One Mortgage Corporation, as servicer (the “Servicer”),
        and
        Deutsche Bank National Trust Company, as trustee (the “Trustee”)
        (the
        “Pooling
        and Servicing Agreement”).
        This
        Agreement, which evidences a complete and binding agreement between you and
        us
        to enter into the Transaction on the terms set forth below, constitutes a
        “Confirmation”
as
        referred to in the “ISDA
        Form Master Agreement”
(as
        defined below), as well as a “Schedule” as referred to in the ISDA Form Master
        Agreement.

      


      1. Form
        of Agreement.
        This
        Agreement is subject to the 2000
        ISDA Definitions (the
        “Definitions”),
        as
        published by the International Swaps and Derivatives Association, Inc.
        (“ISDA”).
        You
        and we have agreed to enter into this Agreement in lieu of negotiating a
        Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form
        (the “ISDA
        Form Master Agreement”).
        An
        ISDA Form Master Agreement, as modified by the Schedule terms in Paragraph
        4 of
        this Confirmation (the “Master
        Agreement”),
        shall
        be deemed to have been executed by you and us on the date we entered into
        the
        Transaction. Except as otherwise specified, references herein to Sections
        shall
        be to Sections of the Master Agreement, and references to Paragraphs shall
        be to
        paragraphs of this Agreement. In the event of any inconsistency between the
        provisions of this Agreement and the Definitions or the Master Agreement,
        this
        Agreement shall prevail for purposes of the Transaction. Capitalized terms
        not
        otherwise defined herein or in the Definitions or the Master Agreement shall
        have the meaning defined for such term in the Pooling and Servicing
        Agreement.

      


      
        	
                2.

              	
                Certain
                  Terms.
                  The terms of the particular Transaction to which this Confirmation
                  relates
                  are as follows:

              


      

      


      
        	
                Type
                  of Transaction:

              	
                Rate
                  Swap

              
	 	 
	
                Notional
                  Amount:

              	
                With
                  respect to any Calculation Period the amount set forth for such
                  period on
                  Schedule I attached hereto. 

              
	 	 
	
                Trade
                  Date:

              	
                April
                  21, 2006

              
	 	 
	
                Termination
                  Date:

              	
                December
                  25, 2009, subject to adjustment in accordance with the Following
                  Business
                  Day Convention.

              


      

      


      FIXED
        AMOUNTS

      


      
        	
                Fixed
                  Rate Payer:

              	
                Counterparty

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Effective
                  Date:

              	
                June
                  25, 2006

              
	 	 
	
                Fixed
                  Rate:

              	
                5.29%

              
	 	 
	
                Fixed
                  Rate Day Count

              	 
	
                Fraction:

              	
                30/360

              
	 	 
	
                Fixed
                  Rate Payer

              	 
	
                Period
                  End Dates:

              	
                The
                  25th
                  day of each month, beginning on July 25, 2006 and ending on the
                  Termination Date with No Adjustment.

              
	
                Fixed
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                The
                  25th
                  day of each month, beginning on July 25, 2006 and ending on the
                  Termination Date, subject to adjustment in accordance with the
                  Following
                  Business Day Convention.

              
	 	 
	
                Fixed
                  Amount:

              	
                To
                  be determined in accordance with the Following formula: 250 * Fixed
                  Rate *
                  Notional Amount * Fixed Rate Day Count
                  Fraction.

              


      

      


      FLOATING
        AMOUNTS

      


      
        	
                Floating
                  Rate Payer:

              	
                BNY

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Effective
                  Date:

              	
                June
                  26, 2006

              
	 	 
	
                Floating
                  Rate for initial

              	 
	
                Calculation
                  Period:

              	
                To
                  be determined

              
	 	 
	
                Floating
                  Rate Day Count

              	 
	
                Fraction:

              	
                Actual/360

              
	 	 
	
                Floating
                  Rate Option:

              	
                USD-LIBOR-BBA

              
	 	 
	
                Designated
                  Maturity:

              	
                One
                  month

              
	 	 
	
                Spread:

              	
                Inapplicable

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Period
                  End Dates:

              	
                The
                  25th
                  day of each month, beginning on July 25, 2006 and ending on the
                  Termination Date, subject to adjustment in accordance with the
                  Following
                  Business Day Convention.

              
	 	 
	
                Floating
                  Rate Payer

              	 
	
                Payment
                  Dates:

              	
                The
                  25th
                  day of each month, beginning on July 25, 2006 and ending on the
                  Termination Date, subject to adjustment in accordance with the
                  Following
                  Business Day Convention.

              
	 	 
	
                Floating
                  Amount:

              	
                To
                  be determined in accordance with the following formula:

              
	
                250
                  * Floating Rate Option * Notional Amount * Floating Rate Day Count
                  Fraction.

              	 
	 	 
	
                Reset
                  Dates:

              	
                The
                  first day of each Calculation Period

              
	 	 
	
                Compounding:

              	
                Inapplicable

              
	 	 
	
                Business
                  Days for Payments

              	 
	
                By
                  both parties:

              	
                New
                  York 

              
	 	 
	
                Calculation
                  Agent:

              	
                BNY

              
	 	 
	
                Additional
                  Payment:

              	
                Counterparty
                  shall pay BNY USD 140,000.00 for value May 12,
                  2006.

              


      

      


      3. Additional
        Provisions:
        

      


      1) Reliance.
        Each
        party hereto is hereby advised and acknowledges that the other party has
        engaged
        in (or refrained from engaging in) substantial financial transactions and
        has
        taken (or refrained from taking) other material actions in reliance upon
        the
        entry by the parties into the Transaction being entered into on the terms
        and
        conditions set forth herein. 

      


      2) Transfer,
        Amendment and Assignment.
        No
        transfer, amendment, waiver, supplement, assignment or other modification
        of
        this Transaction shall be permitted by either party unless each of Standard
        & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc
        (“S&P”)
        and
        Moody’s Investors Service, Inc. (“Moody’s”),
        has
        been provided notice of the same and confirms in writing (including by facsimile
        transmission) that it will not downgrade, qualify, withdraw or otherwise
        modify
        its then-current ratings on the Certificates issued under the Pooling and
        Servicing Agreement (the “Certificates”).

      


      
        	
                4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the Master
                  Agreement:

              


      

      


      
        	1)  	
                The
                  parties agree that subparagraph (ii) of Section 2(c) of the ISDA
                  Form
                  Master Agreement will apply to this
                  Transaction.

              


      

      


      
        	 	
                2)  
                  

              	
                Termination
                  Provisions.
                  For purposes of the Master
                  Agreement:

              


      

      


      
        	
                (a)

              	
                “Specified
                  Entity”
                  is not applicable to BNY or the Counterparty for any purpose.
                  

              
	 	 
	
                (b)

              	
                The
                  “Breach
                  of Agreement”
                  provision of Section 5(a)(ii) will not apply to BNY or the
                  Counterparty.

              
	 	 
	
                (c)

              	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will not apply to BNY (except with
                  respect
                  to credit support furnished pursuant to Paragraph 4 (9) below)
                  or the
                  Counterparty.

              
	 	 
	
                (d)

              	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will not apply to BNY or the
                  Counterparty.

              
	 	 
	
                (e)

              	
                “Default
                  under Specified Transaction”
                  is not applicable to BNY or the Counterparty for any purpose, and,
                  accordingly, Section 5(a)(v) shall not apply to BNY or the
                  Counterparty.

              
	 	 
	
                (f)

              	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will not apply to BNY or to the
                  Counterparty.

              
	 	 
	
                (g)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii)(2) will not apply to the Counterparty;
                  the
                  words “trustee” and “custodian” in Section 5(a)(vii)(6) will not include
                  the Trustee; and, with respect to Counterparty only, the words
                  “specifically authorized ” are inserted before the word “action” in
                  Section 5(a)(vii)(9).

              
	 	 
	
                (h)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to BNY or the
                  Counterparty.

              
	 	 
	
                (i)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to BNY or to the
                  Counterparty.

              
	 	 
	
                (j)

              	
                Payments
                  on Early Termination.
                  For the purpose of Section 6(e):

              


      

      


      (i) Market
        Quotation will apply.

       

      (ii) The
        Second Method will apply. 

      


      
        	
                (k)

              	
                “Termination
                  Currency”
                  means United States Dollars. 

              


      

      


      


      3) Tax
        Representations. 

      


      
        	
                (a)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e), BNY and the Counterparty make
                  the
                  following representations:

              


      

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e)) to be made by it to the
        other party under this Agreement. In making this representation, it may rely
        on:


      


      
        	
                (i)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f);

              
	 	 
	
                (ii)

              	
                the
                  satisfaction of the agreement contained in Section 4 (a)(i) or
                  4(a)(iii)
                  and the accuracy and effectiveness of any document provided by
                  the other
                  party pursuant to Section 4 (a)(i) or 4(a)(iii); and

              
	 	 
	
                (iii)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d), provided that it shall not be a breach of this representation
                  where
                  reliance is placed on clause (ii) and the other party does not
                  deliver a
                  form or document under Section 4(a)(iii) by reason of material
                  prejudice
                  of its legal or commercial position.


              


      

      


      
        	
                (b)

                 

              	
                Payee
                  Representations.
                  For the purpose of Section 3(f), BNY and the Counterparty make
                  the
                  following representations.

                 

              


      

      (i)     The
        following representation will apply to BNY: 

      


      (x)
        It is
        a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of the
        United States Treasury Regulations) for United States federal income tax
        purposes, (y) it is a trust company duly organized and existing under the
        laws
        of the State of New York, and (y) its U.S. taxpayer identification number
        is
        135160382. 

      


      (ii)     The
        following representation will apply to the Counterparty:

      


      The
        beneficial owner of the payments made to it under this Agreement is either
        (i) a
        "U.S. person" (as that term is used in section 1.1441-4(a)(3)(ii) of United
        States Treasury Regulations) for United States federal income tax purposes
        and
        an "Exempt recipient" within the meaning of section 1.6049-4(c)(1)(ii) of
        United
        States Treasury Regulations, or (ii) a "non-U.S. branch of a foreign person"
        as
        that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury
        Regulations (the "Regulations") for United States federal income tax purposes,
        and it is a "foreign person" as that term is used in section 1.6041-4(a)(4)
        of
        the Regulations for United States federal income tax purposes.

      


      4)     Documents
        to be delivered. For the purpose of Section 4(a):

      


      (a)     Tax
        forms, documents or certificates to be delivered are:

      


      


      
        	
                 

                Party
                  required to deliver document

                 

              	
                 

                Form/Document/
                  Certificate

                 

              	
                 

                Date
                  by which to be delivered

              	
                 

                Covered
                  by Section 3(d) Representation

                 

              
	
                BNY
                  and Counterparty

                 

              	
                 

                Any
                  document required or
                  reasonably requested to allow the other party to make payments
                  under this
                  Agreement without any deduction or withholding for or on the account
                  of
                  any tax. 

                 

              	
                 

                Promptly
                  after the earlier of (i) reasonable demand by either party or (ii)
                  learning that such form or document is required 

                 

              	
                 

                Yes

                 

              


      

      


      (b) Other
        documents to be delivered are:

      


      
        	
                 

                Party
                  required to deliver document

                 

              	
                 

                Form/Document/
                  Certificate

                 

              	
                 

                Date
                  by which to be delivered

                 

              	
                 

                Covered
                  by Section 3(d) Representation

                 

              
	
                 

                BNY
                  

                 

              	
                 

                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing this
                  Agreement, any relevant Credit Support Document, or any Confirmation,
                  as
                  the case may be.

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement 

                 

              	
                 

                Yes

                 

              
	
                 

                Counterparty
                  

                 

              	
                 

                (i)
                  a copy of the executed Pooling and Servicing Agreement, and (ii)
                  an
                  incumbency certificate verifying the true signatures and authority
                  of the
                  person or persons signing this letter agreement on behalf of the
                  Counterparty.

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement 

                 

              	
                 

                Yes

                 

              
	
                 

                BNY

                 

              	
                 

                A
                  copy of the most recent publicly available regulatory call
                  report.

                 

              	
                 

                Promptly
                  after request by the other party

                 

              	
                 

                Yes

                 

              
	
                 

                BNY

                 

              	
                 

                Legal
                  Opinion as to enforceability of this Agreement.

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement.

                 

              	
                 

                Yes

                 

              
	
                 

                Counterparty

                 

              	
                 

                Certified
                  copy of the Board of Directors resolution (or equivalent authorizing
                  documentation) which sets forth the authority of each signatory
                  to the
                  Confirmation signing on its behalf and the authority of such party
                  to
                  enter into Transactions contemplated and performance of its obligations
                  hereunder.

                 

              	
                 

                Upon
                  the execution and delivery of this Agreement.

                 

              	
                 

                Yes

                 

              


      

      


      5)     Miscellaneous.
        

      


      
        	 	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a):

              


      

      


      Address
        for notices or communications to BNY:

      


      The
        Bank
        of New York

      Swaps
        and
        Derivative Products Group

      Global
        Market Division

      32
        Old
        Slip 15th Floor

      New
        York,
        New York 10286

      Attention:
        Steve Lawler

      


      with
        a
        copy to:

      


      The
        Bank
        of New York

      Swaps
        and
        Derivative Products Group

      32
        Old
        Slip 16th Floor

      New
        York,
        New York 10286

      Attention:
        Andrew Schwartz

      Tele:
        212-804-5103

      Fax:
        212-804-5818/5837

      


      (For
        all
        purposes)

      


      Address
        for notices or communications to the Counterparty:

      


      Deutsche
        Bank National Trust Company

      1761
        East
        St. Andrew Place

      Santa
        Ana, CA 92705-4934

      Attn:
        Hang-Thai Luu

      Tele:
        714-247-6253

      Fax:
        714-247-6285

       

      
        	 	
                (b)

              	
                Process
                  Agent.
                  For the purpose of Section
                  13(c):

              


      

      BNY
        appoints as its Process Agent:  Not
        Applicable

       

      The
        Counterparty appoints as its Process Agent: Not
        Applicable

      


      
        	 	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will not apply to this Agreement;
                  neither
                  BNY nor the Counterparty have any Offices other than as set forth
                  in the
                  Notices Section and BNY agrees that, for purposes of Section 6(b),
                  it
                  shall not in future have any Office other than one in the United
                  States.

              


      

      


      
        	 	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c):

              


      

      


      BNY
        is
        not a Multibranch Party.

       

      The
        Counterparty is not a Multibranch Party.

      


      
        	 	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is BNY.

              


      

       

      
        	 	
                (f)

              	
                Credit
                  Support Document.     Not
                  applicable for either BNY (except with respect to credit support
                  furnished
                  pursuant to Paragraph 9) or the Counterparty.

                 

              


      

      
        	 	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      
        	
                BNY:

              	
                Not
                  Applicable (except with respect to credit support furnished pursuant
                  to
                  Paragraph 9)

              
	
                 

                Counterparty:

              	
                 

                Not
                  Applicable

              


      

      


      
        	 	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  conflict of law provisions thereof other than New York General
                  Obligations
                  Law Sections 5-1401 and 5-1402.

              


      

      


      
        	 	
                (i)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) for any reason,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties. 

              


      

      


      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition.

      


      
        	 	
                (j)

              	
                Recording
                  of Conversations.
                  Each party (i) consents to the recording of telephone conversations
                  between the trading, marketing and other relevant personnel of
                  the parties
                  in connection with this Agreement or any potential Transaction,
                  (ii)
                  agrees to obtain any necessary consent of, and give any necessary
                  notice
                  of such recording to, its relevant personnel and (iii) agrees,
                  to the
                  extent permitted by applicable law, that recordings may be submitted
                  in
                  evidence in any Proceedings.

              


      

      


      
        	 	
                (k)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any Proceedings relating to this Agreement or any Credit Support
                  Document.
                  

              


      

      


      
        	 	
                (l)
                  

              	
                Non-Recourse.
                  Notwithstanding any provision herein or in the Master Agreement
                  to the
                  contrary, the obligations of the Counterparty hereunder are limited
                  recourse obligations of the Counterparty, payable solely from the
                  Swap
                  Account and the proceeds thereof to satisfy the Counterparty's
                  obligations
                  hereunder. In the event that the Swap Account and proceeds thereof
                  should
                  be insufficient to satisfy all claims outstanding and following
                  the
                  realization of the Swap Account and the distribution of the proceeds
                  thereof in accordance with the Pooling and Servicing Agreement,
                  any claims
                  against or obligations of the Counterparty under the Master Agreement
                  or
                  any other confirmation thereunder, still outstanding shall be extinguished
                  and thereafter not revive. This provision shall survive the expiration
                  of
                  this Agreement.

              


      

      


      
        	 	
                (m)

              	
                Limitation
                  on Institution of Bankruptcy Proceedings.
                  BNY shall not institute against or cause any other person to institute
                  against, or join any other person in instituting against the Counterparty,
                  any bankruptcy, reorganization, arrangement, insolvency or liquidation
                  proceedings, under any of the laws of the United States or any
                  other
                  jurisdiction, for a period of one year and one day (or, if longer,
                  the
                  applicable preference period) following indefeasible payment in
                  full of
                  the Certificates. This provision shall survive the expiration of
                  this
                  Agreement.

              


      

      


      
        	 	
                (n)

              	
                Remedy
                  of Failure to Pay or Deliver.
                  The ISDA Form Master Agreement is hereby amended by replacing the
                  word
                  “third” in the third line of Section 5(a)(i) by the word
                  “second”.

              


      

      


      
        	 	
                (o)

              	
                “Affiliate”
                  will have the meaning specified in Section 14 of the ISDA Form
                  Master
                  Agreement, provided that the Counterparty shall be deemed not to
                  have any
                  Affiliates for purposes of this Agreement, including for purposes
                  of
                  Section 6(b)(ii).

              


      

      


      
        	 	
                (p)

              	
                Supplemental
                  Interest Trust Trustee’s
                  Capacity.
                  It is expressly understood and agreed by the parties hereto that
                  insofar
                  as this Confirmation is executed by the Supplemental Interest Trust
                  Trustee
                  (i) this Confirmation is executed and delivered by Deutsche
                  Bank National Trust Company (“Deutsche Bank”), not in its individual
                  capacity but solely as Supplemental Interest Trust Trustee
                  pursuant to the Pooling and Servicing Agreement in the exercise
                  of the
                  powers and authority conferred and vested in it thereunder and
                  pursuant to
                  instruction set forth therein (ii) each of the representations,
                  undertakings and agreements herein made on behalf of the trust
                  is made and
                  intended not as a personal representation, undertaking or agreement
                  of the
                  Supplemental Interest Trust Trustee
                  but is made and intended for the purpose of binding only the Counterparty,
                  and (iii) under no circumstances will Deutsche Bank, in its individual
                  capacity be personally liable for the payment of any indebtedness
                  or
                  expenses or be personally liable for the breach or failure of any
                  obligation, representation, warranty or covenant made or undertaken
                  under
                  this Confirmation.

              


      

      


      
        	 	
                (q)

              	
                Supplemental
                  Interest Trust Trustee’s
                  Representation.
                  Deutsche Bank, as Supplemental Interest Trust Trustee,
                  represents and warrants that:

              


      

      


      It
        has
        been directed under the Pooling and Servicing Agreement to enter into this
        letter agreement as Supplemental Interest Trust Trustee
        on
        behalf of the Counterparty.

      


      
        	 	
                (r)

              	
                Amendment
                  to Pooling and Servicing Agreement.
                  Notwithstanding any provisions to the contrary in the Pooling and
                  Servicing Agreement, none of the Depositor, the Trust Administrator
                  or the
                  Trustee
                  shall enter into any amendment thereto which could have a material
                  adverse
                  affect on BNY without the prior written consent of
                  BNY.

              


      

      


      
        	 	
                6)

              	
                Additional
                  Representations.
                  Section
                  3 is hereby amended, by substituting for the words “Section 3(f)” in the
                  introductory sentence thereof the words “Sections 3(f) and 3(i)” and by
                  adding, at the end thereof, the following Sections 3(g), 3(h) and
                  3(i):

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties.
                  

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  It
                  is not relying on any statement or representation of the other
                  party
                  regarding the Transaction (whether written or oral), other than
                  the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction.

              


      

      


      (2)    Evaluation
        and Understanding.
        

      


      


      
        	 	
                (i)
                  

              	
                Each
                  Party is acting for its own account and has the capacity to evaluate
                  (internally or through independent professional advice) the Transaction
                  and has made its own decision to enter into the Transaction; it
                  is not
                  relying on any communication (written or oral) of the other party
                  as
                  investment advice or as a recommendation to enter into such transaction;
                  it being understood that information and explanations related to
                  the terms
                  and conditions of such transaction shall not be considered investment
                  advice or a recommendation to enter into such transaction. No
                  communication (written or oral) received from the other party shall
                  be
                  deemed to be an assurance or guarantee as to the expected results
                  of the
                  transaction; and

              


      

      


      
        	 	
                (ii)

              	
                Each
                  Party understands the terms, conditions and risks of the Transaction
                  and
                  is willing and able to accept those terms and conditions and to
                  assume
                  (and does, in fact assume) those risks, financially and otherwise.
                  

              


      

      


      
        	 	
                (3)

              	
                Principal.
                  The
                  other party is not acting as a fiduciary or an advisor for it in
                  respect
                  of this Transaction.

              


      

      


      
        	 	
                (h)

              	
                Exclusion
                  from Commodities Exchange Act.
                  (A)
                  It is an “eligible contract participant” within the meaning of Section
                  1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement
                  and
                  each Transaction is subject to individual negotiation by such party;
                  and
                  (C) neither this Agreement nor any Transaction will be executed
                  or traded
                  on a “trading facility” within the meaning of Section 1a(33) of the
                  Commodity Exchange Act, as amended.

              


      

      


      
        	 	
                (i)

              	
                ERISA
                  (Pension Plans). (i)
                  BNY represents and warrants at all times hereunder that it is not
                  a
                  pension plan or employee benefits plan and that it is not using
                  assets of
                  any such plan or assets deemed to be assets of such a plan in connection
                  with this Transaction.

              


      

      


      (ii)
        The
        counterparty represents and warrants that: (x) it is not a pension plan or
        employee benefits plan, and (y) (1) it is not using assets of any such plan
        or
        assets deemed to be assets of such a plan in connection with this Transaction,
        or (2) any purchaser of a certificate has represented or is deemed to represent
        that (A) for acquisitions prior to termination of the swap agreement, it
        is an
        accredited investor and that the acquisition and holding of such certificate
        and
        the separate right to receive payments from the Supplemental Interest Trust
        are
        eligible for exemptive relief available under either Prohibited Transaction
        Class Exemption 90-1, 91-38, 84-14, 95-60 or 96-23 or, in the case of a
        certificate rated lower than BBB-, PTCE 95-60 and (B) for acquisitions of
        subordinate certificates subsequent to the termination of the swap, either
        (I)
        that if at the time of acquisition the certificate is rated at least BBB-,
        it
        has acquired and is holding the certificate in reliance on Prohibited
        Transaction Exemption 2002-41 or (II) it is an insurance company general
        account
        relying on Sections I and III of PTCE 95-60, or (ii) has delivered an opinion
        of
        counsel which states that such purchase is permissible under applicable law
        and
        will not result in a prohibited transaction under ERISA or Section 4975 of
        the
        Code.

      


      
        	 	
                7)

              	
                Set-off.
                  Notwithstanding any provision of this Agreement or any other existing
                  or
                  future agreement (but without limiting the provisions of Section
                  2(c) and
                  Section 6, except as provided in the next sentence), each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  The
                  last sentence of the first paragraph of Section 6(e) shall not
                  apply for
                  purposes of this Transaction.

              


      

      


      
        	8) 	
                Additional
                  Termination Events.
                  The following Additional Termination Events will apply, in each
                  case with
                  respect to the Counterparty as the sole Affected Party (unless
                  otherwise
                  provided below): 

              


      

      


      
        	(i)  	
                Downgrade.
                  BNY fails to comply with the Downgrade Provisions as set forth
                  in
                  Paragraph 4(9). BNY shall be the sole Affected
                  Party.

              


      

      


      
        	(ii)  	
                Termination
                  of Trust Fund.
                  The Trust Fund shall be terminated pursuant to any provision of
                  the
                  Pooling and Servicing Agreement. The Early Termination Date shall
                  be the
                  Distribution Date upon which final payment is made in respect of
                  the
                  Certificates; provided, further, that notwithstanding Section 6(b)(iv)
                  of
                  the ISDA Form Master Agreement, both BNY and Counterparty shall
                  have the
                  right to designate an Early Termination Date in respect of this
                  Additional
                  Termination Event..

              


      

      


      
        	(iii)  	
                Inability
                  to Pay Class A Certificates.
                  The Trustee is unable to pay the Class A Certificates or fails
                  or admits
                  in writing its inability to pay the Class A Certificates as they
                  become
                  due.

              


      

       

      
        	(iv)  	
                Amendment
                  without Consent.
                  The Trustee permits the Pooling and Servicing Agreement to be amended
                  in a
                  manner which could have a material adverse effect on BNY without
                  first
                  obtaining the prior written consent of BNY, where such consent
                  is required
                  under the Pooling and Servicing
                  Agreement.

              


      

      


      
        	(v)  	
                Provision
                  of Information Required by Regulation AB.
                  BNY shall fail to comply with the provisions of Paragraph 4(11)
                  below
                  within the time provided for therein. BNY shall be the sole Affected
                  Party.

              


      

      


      


      9) Ratings
        Downgrade. For
        purposes of each Transaction:

       

      (i) Certain
        Definitions.

       

      (A) “Rating
        Agency Condition”
means,
        with respect to any particular proposed act or omission to act hereunder,
        that
        the Trustee shall have received prior written confirmation from each of the
        applicable Rating Agencies, and shall have provided notice thereof to BNY,
        that
        the proposed action or inaction would not cause a downgrade or withdrawal
        of
        their then-current ratings of the Certificates.

       

      (B) “Qualifying
        Ratings”
means,
        with respect to the debt of any assignee or guarantor under Paragraph 4(9)(ii)
        below, 

       

      (x) a
        short-term unsecured and unsubordinated debt rating of “P-1” (not on watch for
        downgrade), and a long-term unsecured and unsubordinated debt of ”A1” (not on
        watch for downgrade) (or, if it has no short-term unsecured and unsubordinated
        debt rating, a long term rating of “Aa3” (not on watch for downgrade) by
        Moody’s, and 

       

      (y) a
        short-term unsecured and unsubordinated debt rating of “ A-1”
by
        S&P, and 

       

      (z) a
        short-term unsecured and unsubordinated debt rating of “F-1” by
        Fitch.

       

      (C) A
        “Collateralization
        Event”
shall
        occur with respect to BNY (or any applicable credit support provider)
        if:

       

      (x) its
        short-term unsecured and unsubordinated debt rating is reduced to “P-1” (and is
        on watch for downgrade) or below, and its long-term unsecured and unsubordinated
        debt is reduced to ”A1” (and is on watch for downgrade) or below (or, if it has
        no short-term unsecured and unsubordinated debt rating, its long term rating
        is
        reduced to “Aa3” (and is on watch for downgrade) or below) by Moody’s,
        or

       

      (y) its
        short-term unsecured and unsubordinated debt rating is reduced below “A-1” by
        S&P; or

       

      (z) its
        short-term unsecured and unsubordinated debt rating is reduced below “F-1” by
        Fitch.

       

      (D) A
        “Ratings
        Event”
shall
        occur with respect to BNY (or any applicable credit support provider)
        if:

       

      (x) its
        short-term unsecured and unsubordinated debt rating is withdrawn or reduced
        to
“P-2” or below by Moody’s and its long-term unsecured and unsubordinated debt is
        reduced to “A3” or below (or, if it has no short-term unsecured and
        unsubordinated debt rating, its long term rating is reduced to “A2” or below) by
        Moody’s, or

       

      (y) its
        long-term unsecured and unsubordinated debt rating is withdrawn or reduced
        below
“BBB-” by S&P, or

       

      (z) its
        long-term unsecured and unsubordinated debt rating is withdrawn or reduced
        below
“BBB-” by Fitch.

       

      For
        purposes of (C) and (D) above, such events include those occurring in connection
        with a merger, consolidation or other similar transaction by BNY or any
        applicable credit support provider, but they shall be deemed not to occur
        if,
        within 30 days (or, in the case of a Ratings Event, 10 Business Days)
        thereafter, each of the applicable Rating Agencies has reconfirmed the ratings
        of the Certificates, as applicable, which were in effect immediately prior
        thereto. For the avoidance of doubt, a downgrade of the rating on the
        Certificates could occur in the event that BNY does not post sufficient
        collateral.

       

      (ii) Actions
        to be Taken Upon Occurrence of Event.
        Subject, in each case set forth in (A) and (B) below, to satisfaction of
        the
        Rating Agency Condition:

       

      (A) Collateralization
        Event.
        If a
        Collateralization Event occurs with respect to BNY (or any applicable credit
        support provider), then BNY shall, at its own expense, within thirty (30)
        days
        of such Collateralization Ratings Event:

       

      (1) post
        collateral under agreements and other instruments approved by the Counterparty,
        such approval not to be unreasonably withheld, which will be sufficient to
        restore the immediately prior ratings of the Certificates,

       

      (2) assign
        the Transaction to a third party, the ratings of the debt of which (or of
        the
        guarantor of which) meet or exceed the Qualifying Ratings, on terms
        substantially similar to this Confirmation, which party is approved by the
        Counterparty, such approval not to be unreasonably withheld,

       

      (3) obtain
        a
        guaranty of, or a contingent agreement of, another person, the ratings of
        the
        debt of which (or of the guarantor of which) meet or exceed the Qualifying
        Ratings, to honor BNY’s obligations under this Agreement, provided
        that
        such
        other person is approved by the Counterparty, such approval not to be
        unreasonably withheld, or

       

      (4) establish
        any other arrangement approved by the Counterparty, such approval not to
        be
        unreasonably withheld, which will be sufficient to restore the immediately
        prior
        ratings of their Certificates.

       

      (B) Ratings
        Event.
        If a
        Ratings Event occurs with respect to BNY (or any applicable credit support
        provider), then BNY shall, at its own expense, within ten (10) Business Days
        of
        such Ratings Event:

       

      (1) assign
        the Transaction to a third party, the ratings of the debt of which (or of
        the
        guarantor of which) meet or exceed the Qualifying Ratings, on terms
        substantially similar to this Confirmation, which party is approved by the
        Counterparty, such approval not to be unreasonably withheld,

       

      (2) obtain
        a
        guaranty of, or a contingent agreement of, another person, the ratings of
        the
        debt of which (or of the guarantor of which) meet or exceed the Qualifying
        Ratings, to honor BNY’s obligations under this Agreement, provided
        that
        such
        other person is approved by the Counterparty, such approval not to be
        unreasonably withheld, or

       

      (3) establish
        any other arrangement approved by the Counterparty, such approval not to
        be
        unreasonably withheld, which will be sufficient to restore the immediately
        prior
        ratings of the Certificates.

       

      
        	 	
                10)
                  

              	
                BNY Payments
                  to be made to Supplemental Interest Trust Trustee.
                  BNY will, unless otherwise directed by the Supplemental Interest
                  Trust
                  Trustee,
                  make all payments hereunder to the Supplemental Interest Trust
                  Trustee.
                  Payment made to the Supplemental Interest Trust Trustee
                  at
                  the account specified herein or to another account specified in
                  writing by
                  the Supplemental Interest Trust Trustee
                  shall satisfy the payment obligations of BNY hereunder to the extent
                  of
                  such payment.

              


      

       

      
 


        11)        Compliance
          with Regulation AB. For purposes of Item 1115 of Subpart 229.1100 -
          Asset Backed Securities (Regulation AB) (17 C.F.R. ss.ss.229.1100 - 229.1123)
          (“Regulation AB”) under the Securities Act of 1933, as amended, and the
          Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended and
          interpreted by the Securities and Exchange Commission and its staff, if
          the
          Depositor or Sponsor makes a determination, acting
          reasonably and in good faith, that (x) the applicable “significance percentage”
with respect to this Agreement has been reached, and (y) the Depositor
          or
          Sponsor has a reporting obligation under the Exchange Act,
          then BNY shall, within five (5) Business Days after notice to that effect,
          at
          its sole expense, take one of the following actions (each subject to
          satisfaction of the applicable requirements of the Rating Agencies): (1)
          provide
          to the Depositor and Sponsor (including, if permitted by
          Regulation AB, provision by reference to reports filed pursuant to the
          Exchange
          Act or otherwise publicly available information) in an EDGAR-compatible
          format
          (for example, such information may be provided in Microsoft Word® or Microsoft
          Excel® format but not in .pdf format): (i) (A) the financial data required by
          Item 301 of Regulation S-K (17 C.F.R. §229.301), pursuant to Item 1115(b)(1);
          (B) financial statements meeting the requirements of Regulation S-X (17
          C.F.R.
§§210.1-01 through 210.12-29, but excluding 17 C.F.R. ss. 210.3-05 and Article
          11 of Regulation S-X (17 C.F.R. ss. ss. 210.11-01 through 210.11-03)),
          pursuant
          to Item 1115(b)(2); or (C) such other financial information as may at the
          time
          be required or permitted to be provided in satisfaction of the requirements
          of
          Item 1115(b), together with accountants consents and/or a procedure letter
          relating thereto, and (ii) any updates to the foregoing with respect to
          BNY or
          any entity that consolidates BNY within five days of the release of any
          such
          updated information (but in no event more than 45 days
          after the end of each of BNY’s fiscal quarter for any quarterly update, and in
          no even more than 90 days after the end of each of BNY’s fiscal year for any
          annual update); or (2) secure another entity which complies
          with the requirements of Item 1115(b) of Regulation AB and with (1) above,
          to
          replace BNY as party to this Agreement on substantially similar terms to
          this
          Agreement, which entity (or guarantor therefor) meets or exceeds the Qualifying
          Ratings and which satisfies the Rating Agency Condition. 


      


      


      


      5. Account
        Details and Settlement Information:

      


      Payments
        to BNY:

      


      The
        Bank
        of New York

      Derivative
        Products Support Department 

      32
        Old
        Slip, 16th
        Floor

      New
        York,
        New York 10286

      Attention:
        Renee Etheart

      ABA
        #021000018

      Account
        #890-0068-175

      Reference:
        Interest Rate Swap

      


      Payments
        to Counterparty:

      


      Deutsche
        Bank National Trust Company Americas

      ABA
        021-001-033

      A/C:
        01419663

      A/C:
        NYLTD Funds Control-Stars West

      Ref:
        Soundview 2006-OPT3

       

      6. Counterparts.
        This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

      


      Please
        confirm that the foregoing correctly sets forth the terms of our agreement
        by
        executing this agreement and returning it via facsimile to Derivative Products
        Support Dept., Attn: Kenny Au-Yeung at 212-804-5818/5837. Once we receive
        this
        we will send you two original confirmations for execution.

      
 

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      
        	
                THE
                  BANK OF NEW YORK

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      
 

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      The
        Counterparty, acting through its duly authorized signatory, hereby agrees
        to,
        accepts and confirms the terms of the foregoing as of the Trade
        Date.

      


      


      DEUTSCHE
        BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
        SUPPLEMENTAL INTEREST TRUST TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH
        RESPECT TO THE SOUNDVIEW HOME LOAN TRUST 2006-OPT3 ASSET-BACKED CERTIFICATES,
        SERIES 2006-OPT3

      


      


      
        	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      


      


      


      
 

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      SCHEDULE
        I


      


      (With
        respect to each Fixed Rate Payer Period End Date, all such dates are with
        No

      Adjustment,
        and with respect to each Floating Rate Payer Period End Date, all
        such

      dates
        are
        subject to adjustment in accordance with the Following Business Day

      Convention)

      


      
        	
                Accrual
                  Start Date

              	
                Accrual
                  End Date

              	
                Notional
                  Amount (in USD) 

              
	
                Effective
                  Date

              	
                25-Jul-06

              	
                7,906,526.22968

              
	
                25-Jul-06

              	
                25-Aug-06

              	
                7,786,942.64764

              
	
                25-Aug-06

              	
                25-Sep-06

              	
                7,641,289.69012

              
	
                25-Sep-06

              	
                25-Oct-06

              	
                7,469,848.72732

              
	
                25-Oct-06

              	
                25-Nov-06

              	
                7,273,153.13292

              
	
                25-Nov-06

              	
                25-Dec-06

              	
                7,051,996.40160

              
	
                25-Dec-06

              	
                25-Jan-07

              	
                6,807,436.87268

              
	
                25-Jan-07

              	
                25-Feb-07

              	
                6,540,803.16576

              
	
                25-Feb-07

              	
                25-Mar-07

              	
                6,253,846.26688

              
	
                25-Mar-07

              	
                25-Apr-07

              	
                5,967,244.84136

              
	
                25-Apr-07

              	
                25-May-07

              	
                5,693,553.90128

              
	
                25-May-07

              	
                25-Jun-07

              	
                5,432,699.61840

              
	
                25-Jun-07

              	
                25-Jul-07

              	
                5,184,070.91844

              
	
                25-Jul-07

              	
                25-Aug-07

              	
                4,947,086.09128

              
	
                25-Aug-07

              	
                25-Sep-07

              	
                4,721,191.37168

              
	
                25-Sep-07

              	
                25-Oct-07

              	
                4,505,859.58904

              
	
                25-Oct-07

              	
                25-Nov-07

              	
                4,300,588.88252

              
	
                25-Nov-07

              	
                25-Dec-07

              	
                4,104,901.47848

              
	
                25-Dec-07

              	
                25-Jan-08

              	
                3,918,318.56332

              
	
                25-Jan-08

              	
                25-Feb-08

              	
                3,739,977.35960

              
	
                25-Feb-08

              	
                25-Mar-08

              	
                3,338,357.39176

              
	
                25-Mar-08

              	
                25-Apr-08

              	
                2,861,903.78752

              
	
                25-Apr-08

              	
                25-May-08

              	
                2,460,746.64712

              
	
                25-May-08

              	
                25-Jun-08

              	
                2,126,949.82544

              
	
                25-Jun-08

              	
                25-Jul-08

              	
                1,946,159.62664

              
	
                25-Jul-08

              	
                25-Aug-08

              	
                1,845,154.36972

              
	
                25-Aug-08

              	
                25-Sep-08

              	
                1,752,150.12544

              
	
                25-Sep-08

              	
                25-Oct-08

              	
                1,664,212.42452

              
	
                25-Oct-08

              	
                25-Nov-08

              	
                1,581,055.28836

              
	
                25-Nov-08

              	
                25-Dec-08

              	
                1,502,397.36688

              
	
                25-Dec-08

              	
                25-Jan-09

              	
                1,427,982.65080

              
	
                25-Jan-09

              	
                25-Feb-09

              	
                1,357,570.15568

              
	
                25-Feb-09

              	
                25-Mar-09

              	
                1,290,932.98624

              
	
                25-Mar-09

              	
                25-Apr-09

              	
                1,227,857.96440

              
	
                25-Apr-09

              	
                25-May-09

              	
                1,168,151.34568

              
	
                25-May-09

              	
                25-Jun-09

              	
                1,111,615.51604

              
	
                25-Jun-09

              	
                25-Jul-09

              	
                1,058,071.35636

              
	
                25-Jul-09

              	
                25-Aug-09

              	
                1,007,350.91376

              
	
                25-Aug-09

              	
                25-Sep-09

              	
                959,295.99284

              
	
                25-Sep-09

              	
                25-Oct-09

              	
                913,757.62972

              
	
                25-Oct-09

              	
                25-Nov-09

              	
                870,595.86548

              
	
                25-Nov-09

              	
                25-Dec-09

              	
                829,677.95944

              


      

      


       

    


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      R

    


    FORM
      OF
      SWAP ADMINISTRATION AGREEMENT

     

    

      
        SWAP
          ADMINISTRATION AGREEMENT

      

       

      This
        Swap
        Administration Agreement, dated as of May 12, 2006 (this “Agreement”), among
        Deutsche Bank National Trust Company (“Deutsche Bank”), as swap administrator
        (in such capacity, the “Swap Administrator”) and as trustee and supplemental
        interest trust trustee under the Pooling and Servicing Agreement, as hereinafter
        defined (in such capacity, the “Trustee” and “Supplemental Interest Trust
        Trustee”), and Greenwich
        Capital Markets, Inc., as majority holder of the Class C
        Certificates.

       

      WHEREAS,
        the Trustee, on behalf of the holders of the Soundview Home Loan Trust
        2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3, is counterparty to
        an
        Interest Rate Swap Agreement (the “Swap Agreement”), a copy of which is attached
        hereto as Exhibit A, between the Trustee and the The Bank of New York
        (“BNY”);
        and

       

      WHEREAS,
        it is desirable to irrevocably appoint the Swap Administrator, and the Swap
        Administrator desires to accept such appointment, to receive and distribute
        funds payable by BNY under the Swap Agreement as provided herein; 

       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, and
        for
        other good and valuable consideration, the receipt and adequacy of which
        are
        hereby acknowledged, the parties agree as follows: 

       

      1.   
         Definitions.
        Capitalized terms used but not otherwise defined herein shall have the
        respective meanings assigned thereto in the Pooling and Servicing Agreement,
        dated as of May 1, 2006 (the “Pooling and Servicing Agreement”), among Financial
        Asset Securities Corp., as Depositor, Option One Mortgage Corporation, as
        servicer, and Deutsche Bank National Trust Company as trustee relating to
        the
        Soundview Home Loan Trust 2006-OPT3, Asset-Backed Certificates, Series 2006-OPT3
        (the “Certificates”), or in the related Indenture as the case may be, as in
        effect on the date hereof. 

       

      2.    Swap
        Administrator.
        

       

      (a) 
         The
        Swap
        Administrator is hereby irrevocably appointed to receive all funds paid to
        the
        Supplemental Interest Trust Trustee by BNY, or its successors in interest
        (the
“Swap Provider”) under the Swap Agreement (including any Swap Termination
        Payment) and the Swap Administrator hereby accepts such appointment and hereby
        agrees to receive such amounts and to distribute on each Distribution Date
        such
        amounts in the following order of priority:

       

      (i)  first,
        to
        the Trustee for deposit into the Swap Account, an amount equal to the sum
        of the
        following amounts remaining outstanding after distribution of the Net Monthly
        Excess Cashflow: (A) Unpaid Interest Shortfall Amounts, (B) Net WAC Rate
        Carryover Amounts; (C) an
        amount
        necessary to maintain or restore the Overcollateralization Target Amount;
        and
        (D) any
        Allocated Realized Loss Amounts;

       

      (ii)  second,
        to Greenwich Capital Markets, Inc., as majority holder of the Class C
        Certificates, any amounts remaining after payment of (i) above, provided,
        however,
        upon the
        issuance of notes by an issuer (the “Trust”), secured by all or a portion of the
        Class C Certificates and the Class P Certificates (the “NIM Notes”), Greenwich
        Capital Markets, Inc., as majority holder of the Class C Certificates, hereby
        instructs the Swap Administrator to make any payments under this clause
        2(a)(ii):

       

      (A)  to
        the
        Indenture Trustee for the Trust, for deposit into the Note Account (each
        as
        defined in the related Indenture), for distribution in accordance with the
        terms
        of the Pooling and Servicing Agreement until satisfaction and discharge of
        the
        Indenture; and

       

      (B)  after
        satisfaction and discharge of the Pooling and Servicing Agreement, to the
        Holders of the Class C Certificates, pro
        rata
        based on
        the outstanding Notional Amount of each such Certificate.

       

      (b)  The
        Swap
        Administrator agrees to hold any amounts received from the Supplemental Interest
        Trust Trustee in trust upon the terms and conditions and for the exclusive
        use
        and benefit of the Trustee and the Indenture Trustee, as applicable (in turn
        for
        the benefit of the Certificateholders, the Noteholders and the NIMS Insurer,
        if
        any) as set forth herein. The rights, duties and liabilities of the Swap
        Administrator in respect of this Agreement shall be as follows:

       

      (i) The
        Swap
        Administrator shall have the full power and authority to do all things not
        inconsistent with the provisions of this Agreement that may be deemed advisable
        in order to enforce the provisions hereof. The Swap Administrator shall not
        be
        answerable or accountable except for its own bad faith, willful misconduct
        or
        negligence. The Swap Administrator shall not be required to take any action
        to
        exercise or enforce any of its rights or powers hereunder which, in the opinion
        of the Swap Administrator, shall be likely to involve expense or liability
        to
        the Swap Administrator, unless the Swap Administrator shall have received
        an
        agreement satisfactory to it in its sole discretion to indemnify it against
        such
        liability and expense.

       

      (ii) The
        Swap
        Administrator shall not be liable with respect to any action taken or omitted
        to
        be taken by it in good faith in accordance with the direction of any party
        hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating
        to
        the time, method and place of conducting any proceeding for any remedy available
        to the Swap Administrator or exercising any right or power conferred upon
        the
        Swap Administrator under this Agreement.

       

      (iii) The
        Swap
        Administrator may perform any duties hereunder either directly or by or through
        agents or attorneys of the Swap Administrator. The Swap Administrator shall
        not
        be liable for the acts or omissions of its agents or attorneys so long as
        the
        Swap Administrator chose such Persons with due care.

       

      3. 
          Swap
        Account.
        The
        Swap Administrator shall segregate and hold all funds received from the
        Supplemental Interest Trust Trustee (including any Swap Termination Payment)
        separate and apart from any of its own funds and general assets and shall
        establish and maintain in the name of the Swap Administrator one or more
        segregated accounts (such account or accounts, the “Swap”) as described in the
        Pooling and Servicing Agreement.

       

      4.    
          Replacement
        Swap Agreements.
        

       

      The
        Trustee shall, at the direction of the NIMS Insurer, if any, or, with the
        consent of the NIMS Insurer, if any, at the direction of Greenwich Capital
        Markets, Inc., as majority holder of the Class C Certificates, enforce all
        of
        its rights and exercise any remedies under the Swap Agreement. In the event
        the
        Swap Agreement is terminated as a result of the designation by either party
        thereto of an Early Termination Date (as defined therein), Greenwich Capital
        Markets, Inc., as majority holder of the Class C Certificates, shall find
        a
        replacement counterparty to enter into a replacement swap
        agreement.

       

      Any
        Swap
        Termination Payment received by the Swap Administrator shall be deposited
        in the
        Swap Account and shall be used to make any upfront payment required under
        a
        replacement swap agreement and any upfront payment received from the
        counterparty to a replacement swap agreement shall be used to pay any Swap
        Termination Payment owed to the Swap Provider.

       

      Notwithstanding
        anything contained herein, in the event that a replacement swap agreement
        cannot
        be obtained within 30 days after receipt by the Swap Administrator of the
        Swap
        Termination Payment paid by the terminated Swap Provider, the Swap Administrator
        shall deposit such Swap Termination Payment into a separate, non-interest
        bearing account, established by the Swap Administrator and the Swap
        Administrator shall, on each Distribution Date, withdraw from such account,
        an
        amount equal to the Net Swap Payment, if any, that would have been paid to
        the
        Trust by the original Swap Provider (computed in accordance with Exhibit
        A) and
        distribute such amount in accordance with Section 2(a) of this Agreement.
        On the
        Distribution Date immediately after the termination date of the original
        Swap
        Agreement, the Swap Administrator shall withdraw any funds remaining in such
        account and distribute such amount in accordance with Section 2(a)(ii) of
        this
        Agreement.

       

      5.  Representations
        and Warranties of Deutsche Bank.
        Deutsche Bank represents and warrants as follows:

       

      (a)  Deutsche
        Bank is duly organized and validly existing as a national trust company under
        the laws of the United States and has all requisite power and authority to
        execute and deliver this Agreement, to perform its obligations as Swap
        Administrator hereunder.

       

      (b)  The
        execution, delivery and performance of this Agreement by Deutsche Bank as
        Trustee have been duly authorized in the Pooling and Servicing
        Agreement.

       

      (c)  This
        Agreement has been duly executed and delivered by Deutsche Bank as Swap
        Administrator, the Trustee and the Supplemental Interest Trust Trustee and
        is
        enforceable against Deutsche Bank in such capacities in accordance with its
        terms, except as enforceability may be affected by bankruptcy, insolvency,
        fraudulent conveyance, reorganization, moratorium and other similar laws
        relating to or affecting creditors’ rights generally, general equitable
        principles (whether considered in a proceeding in equity or at
        law).

       

      6.   
          Replacement
        of Swap Administrator.

       

      Any
        corporation, bank, trust company or association into which the Swap
        Administrator may be merged or converted or with which it may be consolidated,
        or any corporation, bank, trust company or association resulting from any
        merger, conversion or consolidation to which the Swap Administrator shall
        be a
        party, or any corporation, bank, trust company or association succeeding
        to all
        or substantially all the corporate trust business of the Swap Administrator,
        shall be the successor of the Swap Administrator hereunder, without the
        execution or filing of any paper or any further act on the part of any of
        the
        parties hereto, except to the extent that assumption of its duties and
        obligations, as such, is not effected by operation of law.

       

      No
        resignation or removal of the Swap Administrator and no appointment of a
        successor Swap Administrator shall become effective until the appointment
        by
        Greenwich Capital Markets, Inc., as majority holder of the Class C Certificates,
        of a successor swap administrator acceptable to the NIMS Insurer, if any.
        Any
        successor swap administrator shall execute such documents or instruments
        necessary or appropriate to vest in and confirm to such successor swap
        administrator all such rights and powers conferred by this
        Agreement.

       

      The
        Swap
        Administrator may resign at any time by giving written notice thereof to
        the
        other parties hereto with a copy to the NIMS Insurer, if any. If a successor
        swap administrator shall not have accepted the appointment hereunder within
        30
        days after the giving by the resigning Swap Administrator of such notice
        of
        resignation, the resigning Swap Administrator may petition any court of
        competent jurisdiction for the appointment of a successor swap administrator
        acceptable to the NIMS Insurer, if any.

       

      In
        the
        event of a resignation or removal of the Swap Administrator, Greenwich Capital
        Markets, Inc., as majority holder of the Class C Certificates, shall promptly
        appoint a successor Swap Administrator acceptable to the NIMS Insurer, if
        any.
        If no such appointment has been made within 10 days of the resignation or
        removal, the NIMS Insurer, if any, may appoint a successor Swap
        Administrator.

       

      7.  
          Trustee
        Obligations.

       

      Whenever
        the Supplemental Interest Trust Trustee, as a party to the Swap Agreement,
        has
        the option or is requested in such capacity, whether such request is by the
        counterparty to such agreement, to take any action or to give any consent,
        approval or waiver that it is on behalf of the Trust entitled to take or
        give in
        such capacity, including, without limitation, in connection with an amendment
        of
        such agreement or the occurrence of a default or termination event thereunder,
        the Supplemental Interest Trust Trustee shall promptly notify the parties
        hereto
        and the NIMS Insurer, if any, of such request in such detail as is available
        to
        it and, shall, on behalf of the parties hereto and the NIMS Insurer, if any,
        take such action in connection with the exercise and/or enforcement of any
        rights and/or remedies available to it in such capacity with respect to such
        request as Greenwich Capital Markets, Inc., as majority holder of the Class
        C
        Certificates, or the NIMS Insurer, if any, shall direct in writing; provided
        that if no such direction is received prior to the date that is established
        for
        taking such action or giving such consent, approval or waiver (notice of
        which
        date shall be given by the Supplemental Interest Trust Trustee to the parties
        hereto and the NIMS Insurer, if any), the Supplemental Interest Trust Trustee
        may abstain from taking such action or giving such consent, approval or
        waiver.

       

      The
        Trustee shall forward to the parties hereto and the NIMS Insurer, if any,
        on the
        Payment Date following its receipt thereof copies of any and all notices,
        statements, reports and/or other material communications and information
        (collectively, the “Swap Reports”) that it receives in connection with the Swap
        Agreement or from the counterparty thereto.

       

      8.    
          Miscellaneous.
        

       

      (a)  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York.

       

      (b)  Any
        action or proceeding against any of the parties hereto relating in any way
        to
        this Agreement may be brought and enforced in the courts of the State of
        New
        York sitting in the borough of Manhattan or of the United States District
        Court
        for the Southern District of New York and the Swap Administrator irrevocably
        submits to the jurisdiction of each such court in respect of any such action
        or
        proceeding. The Swap Administrator waives, to the fullest extent permitted
        by
        law, any right to remove any such action or proceeding by reason of improper
        venue or inconvenient forum.

       

      (c)  This
        Agreement may be amended, supplemented or modified in writing by the parties
        hereto, but only with the consent of the NIMS Insurer, if any.

       

      (d)  This
        Agreement may not be assigned or transferred without the prior written consent
        of the NIMS Insurer, if any; provided, however, the parties hereto acknowledge
        and agree to the assignment of the rights of Greenwich Capital Markets, Inc.,
        as
        majority holder of the Class C Certificates, as provided under this Agreement
        pursuant to the Sale Agreement, the Trust Agreement and the
        Indenture.

       

      (e)  This
        Agreement may be executed by one or more of the parties to this Agreement
        on any
        number of separate counterparts (including by facsimile transmission), and
        all
        such counterparts taken together shall be deemed to constitute one and the
        same
        instrument.

       

      (f)  Any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      (g)  The
        representations and warranties made by the parties to this Agreement shall
        survive the execution and delivery of this Agreement. No act or omission
        on the
        part of any party hereto shall constitute a waiver of any such representation
        or
        warranty.

       

      (h)  The
        article and section headings herein are for convenience of reference only,
        and
        shall not limit or otherwise affect the meaning hereof.

       

      (i)  The
        representations and warranties made by the parties to this Agreement shall
        survive the execution and delivery of this Agreement. No act or omission
        on the
        part of any party hereto shall constitute a waiver of any such representation
        or
        warranty.

       

      9.  Third-Party
        Beneficiary.
        Each of
        the Note Insurer, the Backup Note Insurer and the Indenture Trustee, if any,
        shall be deemed a third-party beneficiary of this Agreement to the same extent
        as if it were a party hereto, and shall have the right to enforce the provisions
        of this Agreement.

       

      10.  Swap
        Administrator and Trustee Rights.
        The
        Swap Administrator shall be entitled to the same rights, protections and
        indemnities afforded to the Trustee under the Pooling and Servicing Agreement,
        and the Indenture Trustee under the Indenture, in each case as if specifically
        set forth herein with respect to the Swap Administrator.

       

      The
        Trustee shall be entitled to the same rights, protections and indemnities
        afforded to the Trustee under the Pooling and Servicing Agreement as if
        specifically set forth herein with respect to the Swap
        Administrator.

       

      11.  Limited
        Recourse.
        It is
        expressly understood and agreed by the parties hereto that this Agreement
        is
        executed and delivered by the Trustee, not in its individual capacity but
        solely
        as Trustee under the Pooling and Servicing Agreement. Notwithstanding any
        other
        provisions of this Agreement, the obligations of the Trustee under this
        Agreement are non-recourse to the Trustee, its assets and its property, and
        shall be payable solely from the assets of the Trust Fund, and following
        realization of such assets, any claims of any party hereto shall be extinguished
        and shall not thereafter be reinstated. No recourse shall be had against
        any
        principal, director, officer, employee, beneficiary, shareholder, partner,
        member, Trustee, agent or affiliate of the Trustee or any person owning,
        directly or indirectly, any legal or beneficial interest in the Trustee,
        or any
        successors or assigns of any of the foregoing (the “Exculpated Parties”) for the
        payment of any amount payable under this Agreement. The parties hereto shall
        not
        enforce the liability and obligations of the Trustee to perform and observe
        the
        obligations contained in this Agreement by any action or proceeding wherein
        a
        money judgment establishing any personal liability shall be sought against
        the
        Trustee, subject to the following sentence, or the Exculpated Parties. The
        agreements in this paragraph shall survive termination of this Agreement
        and the
        performance of all obligations hereunder.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
        and
        delivered as of the day and year first above written. 

       

      
        	 	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY

                as
                  Swap Administrator

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                Name: 

                Title:

              
	 	
                 

                By:

              	 
	 	 	
                Name: 

                Title:

              
	 	 	 


      

      


      
        	 	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY

                not
                  in its individual capacity but solely as Trustee under the Pooling
                  and
                  Servicing Agreement

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                Name: 

                Title:

              
	 	
                 

                By:

              	 
	 	 	
                Name: 

              
	 	 	
                Title:

              


      

      


      
        	 	
                GREENWICH
                  CAPITAL MARKETS, INC., as majority holder of the Class C
                  Certificates

              
	 	 
	 	 
	 	
                By:

              	 
	 	 	
                Name: 

              
	 	 	
                Title: 

              


      

      


      


       

      
        
          
            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      EXHIBIT
        A

       

      SWAP
        AGREEMENT

      


       

      SEE
        EXHIBIT Q TO THE POOLING AND SERVICING AGREEMENT

       


      
        
          
            


            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      



      ANNEX
        I

      


      The
        amounts paid under clause 2(a)(ii) of the Swap Administration Agreement shall
        be
        calculated as follows:

      


      
        	
                Floating
                  Amount:

              	 
	 	 
	
                Floating
                  Rate Payer:

              	
                Deutsche
                  Bank National Trust Company

              
	 	 
	
                Cap
                  Rate:

              	
                15.00%

              
	 	 
	
                Floating
                  Amount

              	
                To
                  be determined in accordance with the following formula:

                 

                The
                  product of: (i) 250; (ii) the Cap Rate, (iii) the Notional Amount;
                  and
                  (iv) the Floating Rate Day Count Fraction;

                 

                provided,
                  however,
                  the Swap Administrator will only be obligated to pay the Floating
                  Amount
                  up to the amount remaining after payments are made under clause
                  2(a)(i) of
                  the Swap Administration Agreement.

                 

                The
                  Floating Amount shall be paid to the Indenture Trustee for payment
                  in
                  accordance with Section 2.09(e) of the Indenture.

              
	 	 
	
                Floating
                  Rate Day Count Fraction:

              	
                Actual/360.

              
	 	 
	
                Notional
                  Amount:

              	
                The
                  amount set forth for such period in the Amortization Schedule
                  A.

              


      

       

       

      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A TO ANNEX I

      


      SEE
        ANNEX
        3 TO THE PROSPECTUS SUPPLEMENT

    

     


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    EXHIBIT
      S

     

    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    


    Definitions

    Primary
      Servicer - transaction party having borrower contact

    Master
      Servicer - aggregator of pool assets

    Securities
      Administrator - waterfall calculator (may be the Trustee, or may be the Master
      Servicer)

    Back-up
      Servicer - named in the transaction (in the event a Back up Servicer becomes
      the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      - safe keeper of pool assets

    Paying
      Agent - distributor of funds to ultimate investor 

    Trustee
      -
      fiduciary of the transaction

    


    Note:
      The
      definitions above describe the essential function that the party performs,
      rather than the party’s title. So, for example, in a particular transaction, the
      trustee may perform the “paying agent” and “securities administrator” functions,
      while in another transaction, the securities administrator may perform these
      functions.

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    Key: X
      - obligation

    [X]
      - under consideration for obligation

    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Master
                Servicer

            	
              Trustee

            
	 	
              General
                Servicing Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	
              To
                the extent applicable

            	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained. 

            	 	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	
              X

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	
              X

            	
              [X]

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              If
                applicable

            	 	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	
              X

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.
                

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	
              X

            	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	 	
              X

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	 	
              X

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements. Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	
              X

            	
              X

            


    

    


    


    EXHIBIT
      T

     

    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trustee pursuant
      to Section 4.07(a)(iv). If the Trustee is indicated below as to any item, then
      the Trustee is primarily responsible for obtaining that information.


    


    Under
      Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.02,
      provided by the Trustee based on information received from the Master Servicer;
      and b) items marked “Form 10-D report” are required to be in the Form 10-D
      report but not the 4.02 statement, provided by the party indicated. Information
      under all other Items of Form 10-D is to be included in the Form 10-D
      report.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              Must
                be filed within 15 days of the Distribution Date.

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              4.02
                statement

            
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	
              4.02
                statement

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              4.02
                statement

            
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	
              4.02
                statement

            
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	
              4.02
                statement

            
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	
              4.02
                statement

            
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	
              4.02
                statement

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              4.02
                statement

            
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	
              4.02
                statement

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              4.02
                statement

            
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              4.02
                statement

            
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	
              4.02
                statement

               

              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            
	
              (9)
                Delinquency and loss information for the period. 

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              4.02
                statement.

               

               

              Form
                10-D report: Depositor

            
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              4.02
                statement

            
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              Form
                10-D report; Servicer

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: Servicer

            
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              4.02
                statement

            
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool, 

              [information
                regarding] any pool asset changes (other than in connection with
                a pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a prefunding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any prefunding or revolving accounts, if
                applicable.

              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	
              Form
                10-D report: Depositor

               

              Form
                10-D report: Depositor

               

               

               

               

              Form
                10-D report: Depositor

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

              Updated
                pool information as required under Item 1121(b).

            	
              Depositor

            
	
              2

            	
              Legal
                Proceedings

            	 
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

              Seller

              Depositor

              Trustee

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian

            	
               

               

               

              Seller

              Depositor

              Trustee

              Trustee

              Depositor

              Master
                Servicer

              Originator

              Custodian

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	 
	
              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K. Pricing information
                can be omitted if securities were not registered.

            	
               

               

               

              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

            	 
	
              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default (after expiration of any grace
                period and provision of any required notice)

            	
               

               

               

              N/A

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 
	
              Information
                from Item 4 of Part II of Form 10-Q

            	
              Trustee

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              N/A

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	
              7

            	
              Significant
                Enhancement Provider Information

            	 
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

              N/A

               

              N/A

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information*

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

              [TBD]

               

              [TBD]

               

              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              8

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below

            
	
              9

            	
              Exhibits

            	 
	
              Distribution
                report

            	
              Trustee

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            
	
              8-K

            	
              Must
                be filed within four business days of an event reportable on Form
                8-K.

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

              Examples:
                servicing agreement, custodial agreement.

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              Depositor

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

              Examples:
                servicing agreement, custodial agreement.

            	
              Depositor

            
	
              1.03

            	
              Bankruptcy
                or Receivership

            	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Depositor, Servicer or Trustee, with respect to any of the following:
                

              Sponsor
                (Seller), Depositor, Servicer, Trustee, Swap Provider, Cap Provicer,
                Custodian

            	
              Depositor/Servicer/Trustee

            
	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	 
	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 4.02 statement

            	
              N/A

            
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	
              Party
                requesting material modification

            
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	 
	
              [Not
                applicable to ABS issuers]

            	
              Depositor

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 
	
              [Not
                included in reports to be filed under Section 4.07]

            	
              Depositor

            
	
              6.02

            	
              Change
                of Master Servicer or Trustee

            	 
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or trustee. Reg AB disclosure about any new servicer
                or
                trustee is also required.

            	
              Trustee
                or Master Servicer

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                Reg AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Trustee

            
	
              6.05

            	
              Securities
                Act Updating Disclosure

            	 
	
              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	
              Depositor

            
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

            	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

            	
              Must
                be filed within 90 days of the fiscal year end for the
                registrant.

            
	
              9B

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              N/A

            
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

              N/A

               

              N/A

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

               

              [TBD]

               

              [TBD]

               

              Depositor

            
	
              Seller

              Depositor

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian

            	
              Seller

              Depositor

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian

            
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

              Seller

              Depositor

              Trustee

               

               

               

               

              Issuing
                entity

              Master
                Servicer

              Originator
                

              Custodian
                

               

               

               

               

              Credit
                Enhancer/Support Provider, if any

              Significant
                Obligor, if any

            	
               

               

               

              Seller

              Depositor

              Trustee
                (only
                with respect to affiliations and relationships with the sponsor,
                depositor
                or issuing entity)

              Issuing
                Entity

              Master
                Servicer

              Originator
                

              Custodian
                (only with respect to affiliations and relationships with the sponsor,
                depositor or issuing entity)

               

              Depositor

              Depositor

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Each
                Party participating in the servicing function

            
	
              Item
                1123 -Servicer Compliance Statement

            	
              Master
                Servicer

            


    

     

    

      
        
          
             

          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
            


          

        

      




    SCHEDULE
      I

     

    PREPAYMENT
      CHARGE SCHEDULE

     

    Available
      Upon Request

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      II

    


    


    
      	
              Distribution
                Date

            	 	
              Base
                Calculation Amount ($)

            	 	
              Distribution
                Date

            	 	
              Base
                Calculation Amount ($)

            
	
              June
                25, 2006

            	 	
              0.00

            	 	
              October
                25, 2008

            	 	
              1,664,212.42

            
	
              July
                25, 2006

            	 	
              7,906,526.23

            	
               

            	
              November
                25, 2008

            	 	
              1,581,055.29

            
	
              August
                25, 2006

            	 	
              7,786,942.65

            	 	
              December
                25, 2008

            	 	
              1,502,397.37

            
	
              September
                25, 2006

            	 	
              7,641,289.69

            	 	
              January
                25, 2009

            	 	
              1,427,982.65

            
	
              October
                25, 2006

            	 	
              7,469,848.73

            	 	
              February
                25, 2009

            	 	
              1,357,570.16

            
	
              November
                25, 2006

            	 	
              7,273,153.13

            	 	
              March
                25, 2009

            	 	
              1,290,932.99

            
	
              December
                25, 2006

            	 	
              7,051,996.40

            	 	
              April
                25, 2009

            	 	
              1,227,857.96

            
	
              January
                25, 2007

            	 	
              6,807,436.87

            	 	
              May
                25, 2009

            	 	
              1,168,151.35

            
	
              February
                25, 2007

            	 	
              6,540,803.17

            	 	
              June
                25, 2009

            	 	
              1,111,615.52

            
	
              March
                25, 2007

            	 	
              6,253,846.27

            	 	
              July
                25, 2009

            	 	
              1,058,071.36

            
	
              April
                25, 2007

            	 	
              5,967,244.84

            	 	
              August
                25, 2009

            	 	
              1,007,350.91

            
	
              May
                25, 2007

            	 	
              5,693,553.90

            	 	
              September
                25, 2009

            	 	
              959,295.99

            
	
              June
                25, 2007

            	 	
              5,432,699.62

            	 	
              October
                25, 2009

            	 	
              913,757.63

            
	
              July
                25, 2007

            	 	
              5,184,070.92

            	 	
              November
                25, 2009

            	 	
              870,595.87

            
	
              August
                25, 2007

            	 	
              4,947,086.09

            	 	
              December
                25, 2009

            	 	
              829,677.96

            
	
              September
                25, 2007

            	 	
              4,721,191.37

            	 	 	 	 
	
              October
                25, 2007

            	 	
              4,505,859.59

            	 	 	 	 
	
              November
                25, 2007

            	 	
              4,300,588.88

            	 	 	 	 
	
              December
                25, 2007

            	 	
              4,104,901.48

            	 	 	 	 
	
              January
                25, 2008

            	 	
              3,918,318.56

            	 	 	 	 
	
              February
                25, 2008

            	 	
              3,739,977.36

            	 	 	 	 
	
              March
                25, 2008

            	 	
              3,338,357.39

            	 	 	 	 
	
              April
                25, 2008

            	 	
              2,861,903.79

            	 	 	 	 
	
              May
                25, 2008

            	 	
              2,460,746.65

            	 	 	 	 
	
              June
                25, 2008

            	 	
              2,126,949.83

            	 	 	 	 
	
              July
                25, 2008

            	 	
              1,946,159.63

            	 	 	 	 
	
              August
                25, 2008

            	 	
              1,845,154.37

            	 	 	 	 
	
              September
                25, 2008

            	 	
              1,752,150.13