PROSPECTUS SUPPLEMENT
To Prospectus dated July 29, 2005

$331,679,614
(Approximate)

Sponsor, Seller and Master Servicer

First Horizon Asset Securities Inc.
Depositor
First Horizon Alternative Mortgage Securities Trust 2006-FA2
Issuing Entity
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-FA2

      The following 13 classes of mortgage pass-through certificates are being offered by this prospectus supplement and the accompanying prospectus:

Class	Initial Class Certificate Balance/Initial Notional Amount		Initial Pass-Through Rate (Approximate)			Class	Initial Class Certificate Balance		Initial Pass-Through Rate (Approximate)
Class I-A-1	$	99,099,000		5.27625%	(1)	Class I-A-R	$	100		6.00000%
Class I-A-2	$	16,840,000		6.00000%		Class II-A-1	$	14,191,000		5.50000%
Class I-A-3	$	32,002,000		6.00000%		Class II-A-PO	$	79,618		N/A
Class I-A-4	$	99,099,000		0.72375%	(1)	Class B-1	$	8,376,000		5.97755%	(1)
Class I-A-5	$	88,935,000		6.00000%		Class B-2	$	2,680,000		5.97755%	(1)
Class I-A-6	$	66,066,000		6.00000%		Class B-3	$	2,178,000		5.97755%	(1)
Class I-A-PO	$	1,232,896		N/A

⁽¹⁾ The pass-through rates for this class of certificates for each distribution date will be variable and will be calculated as described under “Description of the Certificates—Distributions on the Certificates—Interest” in this prospectus supplement.

The offered certificates will represent interests in the assets deposited with the trust only and will not represent interests in or obligations of the sponsor, the depositor, the underwriter, the trustee or any of their affiliates.

Investing in these certificates involves risks. You should carefully consider the risk factors beginning on page S-14 of this prospectus supplement and on page 6 of the accompanying prospectus. The assets of the trust will include two pools of conventional, fixed rate, first lien, fully amortizing, one-to-four family residential mortgage loans. The remaining terms to maturity of the mortgage loans in Pool I will range from 300 to 360 months. The remaining terms to maturity of the mortgage loans in Pool II will range from 179 to 180 months.
Principal and interest will be payable monthly on the 25th day of each month, or if such day is not a business day, on the following business day, commencing on April 25, 2006.
Credit enhancement for the certificates will be provided in the form of subordination, shifting interest and cross-collateralization.

      The SEC and state securities regulators have not approved or disapproved of these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

      Greenwich Capital Markets, Inc. will purchase the offered certificates (other than the Class I-A-PO and Class II-A-PO Certificates) from the depositor. Greenwich Capital Markets, Inc., together with FTN Financial Securities Corp., will sell the offered certificates to investors at varying prices to be determined at the time of sale. The proceeds to the depositor from the sale of the certificates will be approximately 99.691% of the total principal balance of those certificates, plus accrued interest, if any, before deducting expenses. The underwriter's commission will be the difference between the price it pays for the certificates and the amount it receives from their sale to the public. The certificates will be available for delivery to investors on or about March 30, 2006.

FTN FINANCIALProspectus Supplement dated March 27, 2006.

Important notice about information presented in this
prospectus supplement and the accompanying prospectus:

          We provide information to you about the certificates offered by this prospectus supplement in two separate documents that progressively provide more detail: (1) the accompanying prospectus, which provides general information, some of which may not apply to your certificates, and (2) this prospectus supplement, which describes the specific terms of your certificates.

          You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information.

          We are not offering the certificates in any state where the offer is not permitted. We do not claim that the information in this prospectus supplement and the accompanying prospectus is accurate as of any date other than the dates stated on their respective covers.

          We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find further related discussions. The following table of contents and the table of contents included in the accompanying prospectus provide the pages on which these captions are located.

          After the initial distribution of the certificates offered hereby, this prospectus supplement and the accompanying prospectus may be used by FTN Financial Securities Corp., an affiliate of the depositor, the seller and the master servicer, in connection with market making transactions in such certificates. FTN Financial Securities Corp. may act as principal or agent in these transactions. These transactions will be at market prices at the time of sale and not at the prices of the initial offering.

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

SUMMARY			S-6
	Relevant Parties		S-6
	Cut-off Date		S-6
	Closing Date		S-6
	Distribution Dates		S-6
	Determination Dates		S-6
	The Transaction		S-6
	Offered Certificates		S-7
	The Mortgage Pools		S-7
	Relationship Between Mortgage Pools and the Certificates		S-7
	The Mortgage Loans		S-7
	Substitution of Mortgage Loans		S-8
	Distributions on the Certificates		S-9
	Optional Termination		S-11
	Fees and Expenses		S-11
	Advances		S-11
	Credit Enhancement		S-11
	Tax Status		S-12
	ERISA Considerations		S-12
	Legal Investment		S-12
	Ratings		S-12
RISK FACTORS			S-14
		Certificates may not be appropriate investments for some investors	S-14
		The mortgage loans in the mortgage pools have been underwritten under less restrictive guidelines which may result in losses on the mortgage loans	S-15
		The performance of mortgage loans may affect the rating of the certificates	S-15
		Prepayments are unpredictable and will affect the yield on your certificates	S-15
		Mortgage loans with interest-only payments may result in longer weighted average lives of the related certificates	S-17
		The yield on the Class I-A-1and Class I-A-4 Certificates will be affected by the level of LIBOR	S-17
		We cannot guarantee you regular payments on your certificates	S-18
		Subordination may not be sufficient to protect senior certificates from losses	S-18
		Geographic concentration of mortgage loans may increase risk of losses on your certificates	S-20
		Residual Certificates have adverse tax consequences	S-20
		The effects of terrorist attacks and military action are not determinable	S-21
FORWARD LOOKING STATEMENTS			S-21
TRANSACTION OVERVIEW			S-22
	The Parties		S-22
	The Transaction		S-29
THE MORTGAGE POOLS			S-29
	General		S-29
	Underwriting Criteria for the Mortgage Loans		S-32
	Static Pool Information		S-34
	Additional Information		S-34
THE TRANSACTION AGREEMENTS			S-35
	The Mortgage Loan Purchase Agreement		S-35
	The Servicing Rights Transfer and Subservicing Agreement		S-38
	The Pooling and Servicing Agreement		S-38
	The Custodial Agreement		S-46

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DESCRIPTION OF THE CERTIFICATES		S-47
	General	S-47
	Separate REMIC Structure	S-48
	Book-Entry Certificates	S-48
	Payments on Mortgage Loans; Accounts	S-49
	Determination of LIBOR	S-49
	Distributions on the Certificates	S-49
	Cross-collateralization	S-57
	Losses Allocable to the Class PO Certificates	S-58
	Losses Allocable to the Certificates other than the Class PO Certificates	S-59
	Voting Rights	S-60
	Additional Rights of the Residual Certificateholders	S-60
	Subordination	S-61
	Structuring Assumptions	S-62
	Optional Purchase of Defaulted Loans	S-64
	Optional Termination	S-64
	Restrictions on Transfer of the Residual Certificates	S-65
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS		S-65
	General	S-65
	General Prepayment Considerations and Risks	S-66
	Prepayment Considerations and Risks for the NAS Certificates	S-67
	Prepayment Considerations and Risks for the Class B Certificates	S-67
	Yield Sensitivity of the Class PO Certificates	S-68
	Sensitivity of the LIBOR Certificates	S-69
	Weighted Average Lives of the Offered Certificates	S-71
	Decrement Tables	S-71
	Last Scheduled Distribution Date	S-75
USE OF PROCEEDS		S-75
MATERIAL FEDERAL INCOME TAX CONSEQUENCES		S-75
ERISA CONSIDERATIONS		S-78
UNDERWRITING		S-80
LEGAL MATTERS		S-81
RATINGS		S-81
GLOSSARY OF TERMS		S-82
ANNEX I		I-1
ANNEX II		II-1
ANNEX III		III-1

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	Expected Ratings(3)
Class	Initial Principal Balance/ Notional Balance(1)		Initial Pass- Through Rate (Approximate)			Principal Types (2)		Interest Types(2)		S&P		Fitch		Moody’s		Original Form(4)		Minimum Denominations		Incremental Denomination(5)			Final Scheduled Distribution Date(6)
Offered Certificates
Class I-A-1	$	99,099,000		5.27625	%		Senior/Sequential		Floating Rate		AAA		AAA		Aaa		BE	$	25,000		$	1,000		May 2036
Class I-A-2	$	16,840,000		6.00000	%		Senior/Sequential		Fixed Rate		AAA		AAA		Aaa		BE	$	1,000		$	1,000		May 2036
Class I-A-3	$	32,002,000		6.00000	%		Senior/NAS		Fixed Rate		AAA		AAA		Aaa		BE	$	25,000		$	1,000		May 2036
Class I-A-4	$	99,099,000		0.72375	%		Senior/IO		Inverse Floating Rate		AAA		AAA		Aaa		BE	$	500,000		$	1,000		May 2036
Class I-A-5	$	88,935,000		6.00000	%		Senior/Sequential		Fixed Rate		AAA		AAA		Aaa		BE	$	25,000		$	1,000		May 2036
Class I-A-6	$	66,066,000		6.00000	%		Senior/Sequential		Fixed Rate		AAA		AAA		Aaa		BE	$	25,000		$	1,000		May 2036
Class I-A-PO	$	1,232,896		N/A			Senior/PO		N/A		AAA		AAA		Aaa		D	$	25,000		$	1,000		May 2036
Class I-A-R	$	100		6.00000	%		Senior/Residual		Fixed Rate		AAA		AAA		Aaa		D	$	100			N/A		May 2036
Class II-A-1	$	14,191,000		5.50000	%		Senior		Fixed Rate		AAA		AAA		Aaa		BE	$	25,000		$	1,000		April 2021
Class II-A-PO	$	79,618		N/A			Senior/PO		N/A		AAA		AAA		Aaa		D	$	25,000		$	1,000		April 2021
Class B-1	$	8,376,000		5.97755	%		Subordinated/ Sequential Pay		Variable Rate		N/A		AA		N/A		BE	$	100,000		$	1,000		May 2036
Class B-2	$	2,680,000		5.97755	%		Subordinated/ Sequential Pay		Variable Rate		N/A		A		N/A		BE	$	100,000		$	1,000		May 2036
Class B-3	$	2,178,000		5.97755	%		Subordinated/ Sequential Pay		Variable Rate		N/A		BBB		N/A		BE	$	100,000		$	1,000		May 2036
Non-Offered Certificates
Class B-4	$	1,340,000		5.97755	%		Subordinated/ Sequential Pay		Variable Rate		N/A		BB		N/A		D	$	100,000		$	1,000		May 2036
Class B-5	$	1,005,000		5.97755	%		Subordinated/ Sequential Pay		Variable Rate		N/A		B		N/A		D	$	100,000		$	1,000		May 2036
Class B-6	$	1,005,913		5.97755	%		Subordinated/ Sequential Pay		Variable Rate		N/A		N/A		N/A		D	$	100,000		$	1,000		May 2036

(1)          The initial principal balances are subject to adjustment as described in this prospectus supplement.
(2)          See “Description of the Securities – Categories of Classes of Securities” in the prospectus for a description of the principal and interest categories listed.
(3)          A description of the ratings of the offered certificates is set forth under the heading “Ratings” in the Summary and under “Ratings” in the main text of this prospectus supplement.
(4)          See “Description of the Certificates – Book-Entry Certificates” in this prospectus supplement for a description of the forms of certificates. Book-entry form is designated as “BE” and definitive form is designated as “D” in the table above.
(5)          If necessary, in order to aggregate the initial principal balance of a class, one certificate of the class will be issued in an incremental denomination of less than that shown.
(6)          The final scheduled distribution date for all the certificates represents the distribution date in the month following the latest maturity date of any mortgage loan in the related mortgage pool or pools, as applicable.

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SUMMARY

This summary highlights selected information from this document and does not contain the information that you need to consider in making your investment decision. To understand all the terms of an offering of the certificates, you should read carefully this entire document and the accompanying prospectus.

For the definitions of certain capitalized terms used in this prospectus supplement, see “Glossary of Terms” on page S-82.

Relevant Parties

The Issuing Entity
First Horizon Alternative Mortgage Securities Trust 2006-FA2, a New York common law trust.

Depositor
First Horizon Asset Securities Inc., a Texas corporation.

Sponsor, Seller and Master Servicer
First Horizon Home Loan Corporation, a Kansas corporation and an indirect wholly owned subsidiary of First Horizon National Corporation, a Tennessee corporation.

Trustee
The Bank of New York, a New York banking corporation.

Custodian
First Tennessee Bank National Association, a national banking association.

Affiliations

First Tennessee Bank National Association, which is the custodian, is the direct parent of First Horizon Home Loan Corporation. First Horizon Home Loan Corporation, which is the sponsor, seller and master servicer, is the direct parent of the depositor. There are no relationships, agreements or arrangements outside of this transaction among the affiliated parties that are material to an understanding of the offered certificates.

Cut-off Date

March 1, 2006, the date as of which the aggregate principal balance of the mortgage loans is determined for purposes of this prospectus supplement, unless a different date is specified.

Closing Date

On or about March 30, 2006.

Distribution Dates

The 25^th day of each month, or the following business day if the 25^th day is not a business day, commencing in April 2006. The last scheduled distribution date for each class of subordinated certificates and each class of senior certificates in the certificate group corresponding to Pool I is the distribution date in May 2036, which is the distribution date in the month following the month of the latest scheduled maturity date for any of the mortgage loans. The last scheduled distribution date for each class of senior certificates in the certificate group corresponding to Pool II is the distribution date in April 2021, which is the distribution date in the month following the month of the latest scheduled maturity date for any of the mortgage loans in Pool II. See “Yield, Prepayment and Maturity Considerations – Last Scheduled Distribution Date” in this prospectus supplement.

Determination Dates

With respect to each distribution date, the earlier of

• the third business day after the 15^th day of each month, and

• the second business day prior to the related distribution date.

The Transaction

The sponsor originated or purchased and currently services the mortgage loans. On the closing date, the sponsor will sell the mortgage loans to the depositor, who will in turn deposit them into a common law trust, which is the issuing entity. The trust will be formed by a pooling and servicing agreement to be dated as of the cut-off date, among the depositor, the master servicer and the trustee. The master servicer

S-6

will master service the mortgage loans and calculate distributions and other information regarding the certificates in accordance with the pooling and servicing agreement. The trustee will have limited administrative duties under the pooling and servicing agreement.

Offered Certificates

On the closing date, the issuing entity will issue sixteen classes of certificates, thirteen of which are being offered by this prospectus supplement and the accompanying prospectus.

A summary chart of the initial principal balances, initial notional amount, initial pass-through rates, principal types, interest types, ratings, original form, denominations and final scheduled distribution dates of the offered and non-offered certificates is set forth in the table on page S-5.

The trust will also issue Class B-4, Class B-5 and Class B-6 Certificates, which are not offered by this prospectus supplement. Information provided with respect to the Class B-4, Class B-5 and Class B-6 Certificates is included solely to aid your understanding of the offered certificates.

The offered certificates, other than the Class I-A-PO, Class II-A-PO and Class I-A-R Certificates will be issued in book-entry form. The Class I-A-PO, Class II-A-PO and Class I-A-R Certificates will be issued in fully-registered certificated form. All the certificates will be issued in the minimum denomination and incremental denomination set forth in the table on page S-5. The offered certificates are not intended to be directly or indirectly held or beneficially owned by anyone in amounts lower than such minimum denominations.

See “The Mortgage Pools,” “Description of the Certificates—General” and “—Book-Entry Certificates” in this prospectus supplement and “Description of the Securities—General,” “—Categories of Classes of Securities” and “—Book-entry Registration of Securities” in the prospectus.

The Mortgage Pools

The assets of the trust will consist of two pools of mortgage loans: “Pool I” and “Pool II.”

Pool I is expected to consist of 1,376 mortgage loans with an aggregate stated principal balance as of March 1, 2006 of approximately $320,015,323.

Pool II is expected to consist of 96 mortgage loans with an aggregate stated principal balance as of March 1, 2006 of approximately $15,015,207. The aggregate principal balance of the mortgage loans in Pool I and Pool II as of the cut-off date is expected to equal approximately $335,030,530.

For a detailed description of the mortgage loans in Pool I and Pool II, see “The Mortgage Pools” and Annexes I, II and III to this prospectus supplement.

The depositor may remove mortgage loans from one or more of the mortgage pools, or may make substitutions for certain of the mortgage loans in one or more of the mortgage pools, prior to the closing date.

Relationship Between Mortgage Pools and the Certificates

The senior certificates whose class designation begins with “I” correspond to Pool I. The senior certificates whose class designation begins with “II” correspond to Pool II. Each of the certificates generally receives distributions based on principal and interest collected from mortgage loans in its corresponding mortgage pool or mortgage pools. The subordinated certificates correspond to and will be entitled to payments in respect of both mortgage pools. The senior certificates that correspond to a particular mortgage pool are sometimes referred to in this prospectus supplement collectively as a “certificate group.”

The Mortgage Loans

The sponsor originated or purchased all of the mortgage loans. The mortgage loans in Pool I which are expected to be sold to the trust on the closing date have the following characteristics as of the cut-off date:

• Number of mortgage loans: 1,376

• Total current principal balance ⁽¹⁾: $320,015,323

• Range of unpaid principal balances: from $39,967 to $1,500,000

• Range of original terms to maturity: between 300 to 360 months

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• Range of remaining terms to stated maturity: between 300 and 360 months

• Weighted average original term to maturity: 360 months

• Weighted average remaining term to stated maturity: 360 months

• Weighted average initial mortgage rate: 6.696%

• Range of initial mortgage rates: between 5.875% and 8.625%

• Weighted average mortgage loan age⁽²⁾: zero months

• Range of original loan-to-value ratios: from 12.74% to 95.00%

• Weighted average original loan-to-value ratio: 69.62%

• Weighted average credit score⁽³⁾: 717

• Largest geographic concentration: approximately 21.26% of the mortgage loans, by principal balance as of the cut-off date, are secured by property located in California

The mortgage loans in Pool II which are expected to be sold to the trust on the closing date have the following characteristics as of the cut-off date:

• Number of mortgage loans: 96

• Total current principal balance ⁽¹⁾: $15,015,207

• Range of unpaid principal balances: from $40,000 to $999,999

• Original term to maturity: 180 months

• Range of remaining terms to stated maturity: between 179 and 180 months

• Weighted average original term to maturity: 180 months

• Weighted average remaining term to stated maturity: 180 months

• Weighted average initial mortgage rate: 6.196%

• Range of initial mortgage rates: between 5.000% and 7.500%

• Weighted average mortgage loan age⁽²⁾: zero months

• Range of original loan-to-value ratios: from 13.33% to 80.00%

• Weighted average original loan-to-value ratio: 58.39%

• Weighted average credit score⁽³⁾: 728

• Largest geographic concentration: approximately 13.34% of the mortgage loans, by principal balance as of the cut-off date, are secured by property located in Maryland

⁽¹⁾Approximate, after deducting payments of principal due on or before the cut-off date, and subject to the variance described in this prospectus supplement.
⁽²⁾Based on payments actually received (or scheduled to be received) on each mortgage loan as of the cut-off date.
⁽³⁾Based on the portion of the mortgage loans (approximately 99.01% in Pool I and 100% in Pool II) that were scored. Credit scores are described on page S-33.

See “The Mortgage Pools — General” in this prospectus supplement.

Substitution of Mortgage Loans

Upon delivery of the mortgage loan files by the depositor to the custodian, the custodian will review each mortgage file, and if any document in a mortgage file is found to be missing or materially defective and the seller does not cure the defect, the seller will be obligated to repurchase the affected mortgage loan from the trust fund, or, at the seller’s option, remove the affected mortgage loan from the corresponding mortgage pool and substitute in its place another mortgage loan. See “The Mortgage Pools—Assignment” in this prospectus supplement.

After the issuance of the certificates, the depositor may remove certain mortgage loans from one or more of the mortgage pools, or will be required to do so for breaches of representations or warranties or as a result of defective documentation, through repurchase or, under certain circumstances and generally only during the two-year period following

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the closing date, may make substitutions for certain mortgage loans in one or more of the mortgage pools.

Distributions on the Certificates

On each distribution date and after the payment of fees, expenses and indemnities, the trustee will first distribute to the senior certificates of each certificate group the amounts of interest and principal distributable to them from available funds from the corresponding mortgage pool. The trustee will then pay interest and principal to the subordinated certificates in numerical order, beginning with the Class B-1 Certificates, from the remaining available funds from each mortgage pool.

Interest Payments

• The actual amount of interest you receive on your certificates on each distribution date will depend on:

– the amount of interest accrued on your certificates;

– the total amount of funds in the corresponding mortgage pool available for distribution;

– the amount of any accrued interest not paid on your certificates on earlier distribution dates; and

– the level of one-month LIBOR, if you hold the Class I-A-1 or Class I-A-4 Certificates.

• If you are the holder of a senior certificate, the amount of interest payable to you will be in proportion to the interest payable on all of the senior certificates of the related certificate group together. All of the senior certificates of a related certificate group entitled to interest distributions will receive these payments at the same time.

• The holders of the Class I-A-PO and Class II-A-PO Certificates are not entitled to receive distributions of interest.

• If you are the holder of a subordinated certificate, you will receive interest payments only after the trustee has paid interest and principal to:

– all the senior certificates of each certificate group; and

– each class of subordinated certificates that ranks higher than your certificates.

• The trustee will calculate interest for each class of certificates (other than the Class I-A-PO and Class II-A-PO Certificates) on the basis of a 360-day year consisting of twelve 30-day months.

• The subordinated certificates will accrue interest at an annual pass-through rate equal to the weighted average of the Designated Mortgage Pool Rates, weighted on the basis of the Group Subordinate Amount for each mortgage pool.

Principal Payments

• After interest payments have been made on all senior certificates of a certificate group, each class of those senior certificates (other than the notional amount certificates) will also be entitled to receive a payment of principal. If you are a holder of subordinated certificates, you will receive principal payments after (1) interest and principal have been paid on all the senior certificates of each certificate group and the subordinated certificates ranking senior to yours (if any) and (2) interest has been paid on your certificates. You should refer to “Description of the Certificates —Distributions on the Certificates” in this prospectus supplement for a description of the amount of principal payable to you and the priority in which it will be paid.

• The amount and timing of principal you receive on your certificates (other than the notional amount certificates) will depend on:

– the various priorities and formulas described in this prospectus supplement that determine the allocation of principal payments to your certificates; and

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– the amounts actually available in the corresponding mortgage pool or mortgage pools for distribution as principal.

• Because of the principal allocation formulas described in this prospectus supplement, the senior certificates, other than the Class I-A-PO and Class II-A-PO Certificates and the notional amount certificates, will receive principal payments at a faster rate than the subordinated certificates for at least the first nine years after the issuance of the certificates, except as otherwise described in this prospectus supplement. The Class I-A-3 Certificates will not necessarily benefit from this accelerated payment.

• The notional amount certificates are not entitled to principal distributions.

You should refer to “Description of the Certificates Distributions on the Certificates —Allocation of Available Funds” in this prospectus supplement.

Priority of Distributions

In general, on any distribution date, Available Funds for each mortgage pool will be distributed in the following order:

• to the classes of senior certificates of the related certificate group entitled to distributions of interest, the Accrued Certificate Interest on each such class for such distribution date;

• to the classes of senior certificates of the related certificate group entitled to distributions of interest, any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates, to the extent of remaining Available Funds from the related mortgage pool and distributed in accordance with the priorities described under “Description of the Certificates — Distributions on the Certificates —Allocation of Available Funds”;

• to the senior certificates related to each certificate group and entitled to receive distributions of principal, in the order and amounts set forth in “Description of the Certificates — Distributions on the Certificates — Allocation of Available Funds”;

• to the Class PO Certificates, the applicable Class PO Deferred Amount for such distribution date, until the class certificate balance thereof has been reduced to zero; provided that, (1) on any distribution date, distributions pursuant to this priority shall not exceed the related Subordinated Optimal Principal Amount for the mortgage pools for such distribution date, (2) such distributions shall not reduce the class certificate balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date;

• to each class of subordinated certificates, the interest on and principal of each such class, in the order of their numerical designations, beginning with the Class B-1 Certificates; and

• to the Class I-A-R Certificates, any remaining Available Funds.

You should refer to the priorities of distribution under “Description of the Certificates — Distributions on the Certificates —Allocation of Available Funds” in this prospectus supplement.

The Corridor Contract

          The Class I-A-1 Certificates will have the benefit of a corridor contract which will consist of an interest rate cap agreement. Any payments received under the corridor contract allocable to the Class I-A-1 Certificates with respect to a distribution date will be deposited into a reserve fund. These payments will be available to cover basis risk shortfalls incurred by the holders of the Class I-A-1 Certificates when the pass-through rate is limited by the maximum pass-through rate, but not to the extent that such pass-through rate would exceed 9.50%. Payments under the corridor contract may mitigate against the effects of any mismatch between the maximum pass-through rate, as specified in this prospectus supplement, and LIBOR used to determine the pass-through rate on the Class I-A-1. Payments under the corridor contract allocable to the Class I-A-1 Certificates will be made pursuant to the formula described in “Description of the Certificates

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– The Corridor Contract” in this prospectus supplement.

See “Description of the Certificates – Distributions on the Certificates – Interest” and “– The Corridor Contract” in this prospectus supplement.

Optional Termination

The master servicer may purchase all the remaining assets of the trust after the aggregate stated principal balance of the mortgage loans in both mortgage pools owned by the trust declines below 10% of the aggregate stated principal balance of the mortgage loans in both mortgage pools as of the cut-off date. Except as described under “Description of the Certificates — Optional Termination” in this prospectus supplement, if the trust assets are purchased, certificateholders will be paid accrued interest and principal equal to the outstanding principal amount of the certificates.

See “Description of the Certificates — Optional Termination” in this prospectus supplement.

Fees and Expenses

Before payments are made on the certificates on each distribution date, the master servicer will be entitled to retain a monthly fee calculated as 0.375% per annum on the principal balance of each mortgage loan. The master servicer will pay the monthly fees of the trustee out of its master servicing fee. Expenses and indemnities of the master servicer and the trustee will be reimbursed before payments are made on the certificates. See “The Transaction Agreements — The Pooling and Servicing Agreement — Servicing Compensation and Payment of Expenses” and “¾Adjustment to Master Servicing Fee in Connection with Principal Prepayments” in this prospectus supplement.

Advances

The master servicer will make cash advances with respect to delinquent payments of principal and interest on the mortgage loans to the extent the master servicer reasonably believes that the cash advances can be repaid from future payments on the mortgage loans. These cash advances are only intended to maintain a regular flow of scheduled interest and principal payments on the certificates and are not intended to guarantee or insure against losses.

See “The Transaction Agreements — The Pooling and Servicing Agreement — Advances” in this prospectus supplement.

Credit Enhancement

Subordination

If you are the holder of a senior certificate, your certificate will benefit from the credit enhancement provided by the subordination of the subordinated certificates.

This subordination will benefit the senior certificates in two ways:

• The senior certificates of each certificate group will have a preferential right over the subordinated certificates to receive funds available from the related mortgage pool for interest and principal distributions.

• The subordinated certificates will absorb losses on the mortgage loans up to their class certificate balances or, with respect to certain types of losses, up to the level described in this prospectus supplement.

If you are the holder of a senior certificate, you should keep in mind, however, that the subordination of the subordinated certificates offers only limited protection against the loss of your investment. If you are the holder of a subordinated certificate, your certificate will benefit from the credit enhancement provided by the subordination of any lower-ranking classes of subordinated certificates. This subordination will, however, offer only limited protection against the loss of your investment.

See “Description of the Certificates — Subordination” in this prospectus supplement

Shifting of Interests

In order to increase the period during which the subordinated certificates remain available as credit enhancement to the senior certificates, the senior certificates (other than the notional amount certificates and the Class PO Certificates) will receive 100% of principal prepayments and certain unscheduled recoveries with respect to the mortgage loans (other than the portion allocable to the Class PO Certificates) until the fifth anniversary of the first distribution date. During the four years following that

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anniversary and assuming certain loss and delinquency tests are met, the senior certificates (other than the notional amount certificates and the Class PO Certificates) will receive a disproportionately large, but decreasing, share of such principal prepayments and such other unscheduled recoveries. This will result in an accelerated amortization of principal to such senior certificates and, in the absence of realized losses on the mortgage loans, an increase in the percentage interest in the principal balance of the mortgage loans evidenced by the subordinated certificates, thereby increasing the likelihood that holders of the senior certificates will be paid the full amount of principal to which they are entitled. You should refer to the definition of “Senior Prepayment Percentage” in the Glossary in this prospectus supplement for a description of the loss and delinquency tests referenced above.

Cross - collateralization

Except as provided in this prospectus supplement, if the aggregate class certificate balance of the senior certificates of a certificate group (other than the Class PO Certificates) is greater than the Pool Principal Balance of the related mortgage pool (less the Class PO Percentage of the Stated Principal Balances of the related discount mortgage loans), then certain payments on the mortgage loans in the other mortgage pool otherwise payable to the subordinated certificates will be paid to such senior certificates until their class certificate balances are equal to the Pool Principal Balance of the related mortgage pool (less the Class PO Percentage of the Stated Principal Balances of the related discount mortgage loans).

See “Description of the Certificates — Cross-collateralization” in this prospectus supplement.

Tax Status

For federal income tax purposes (exclusive of the corridor contract, the assets held in the reserve fund and the separate interest trust), the trust will consist of one or more real estate mortgage investment conduits, one or more underlying REMICs (if any) and the master REMIC. The assets of the lowest underlying REMIC in this tiered structure (or the master REMIC if there are no underlying REMICs) will consist of the mortgage loans and any other assets designated in the pooling and servicing agreement. The master REMIC will issue several classes of certificates, which, other than the Class I-A-R Certificates, will represent the regular interests in the master REMIC. The Class I-A-1 Certificates will also represent the right to receive the yield supplement amounts. The Class I-A-R Certificates will represent ownership of both the residual interest in the master REMIC and the residual interests in any underlying REMICs.

See “Material Federal Income Tax Consequences” in this prospectus supplement and in the prospectus.

ERISA Considerations

A pension or other employee benefit plan or arrangement subject to the Employee Retirement Income Security Act of 1974 or Section 4975 of the Internal Revenue Code of 1986 may purchase the offered certificates, other than the Class I-A-R Certificates, so long as the conditions described under “ERISA Considerations” are met.

See “ERISA Considerations” in this prospectus supplement and in the prospectus.

Legal Investment

The senior certificates and the Class B-1 Certificates will be mortgage related securities for purposes of the Secondary Mortgage Market Enhancement Act of 1984 as long as they are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization. The Class B-2 and Class B-3 Certificates will not be mortgage related securities for purposes of that act.

See “Legal Investment” in the prospectus.

Ratings

The issuance of the offered certificates is conditioned on the certificates receiving the ratings from S&P, Fitch and Moody’s indicated under the heading “Expected Ratings” in the chart shown on pages S-5 and S-6 of this prospectus supplement. The ratings on the offered certificates address the likelihood of the receipt by holders of offered certificates of all distributions on the underlying mortgage loans to which they are entitled. They do not address the likely actual rate of prepayments. Such rate of prepayments, if different than you originally anticipated, could adversely affect your yield. Although the Class I-A-1 Certificates may receive amounts from the yield supplement amount when LIBOR exceeds certain levels, payments of these amounts are solely dependent upon the performance of the corridor contract counterparty under the

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corridor contract. The likelihood of receipt of these amounts is not covered by the ratings of the Class I-A-1 Certificates. A rating is not a recommendation to buy, sell or hold securities. These ratings may be lowered or withdrawn at any time by either of the rating agencies. You should refer to “Ratings” in this prospectus supplement to learn more about the significance and limitations of ratings.

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RISK FACTORS

          The following information, which you should carefully consider, identifies known material sources of risk associated with an investment in the certificates. You should also carefully consider the information set forth under “Risk Factors” on page 6 of the prospectus.

Certificates may not be appropriate investments for some investors	The certificates may not be an appropriate investment for you if you do not have sufficient resources or expertise to evaluate the particular characteristics of the applicable class of certificates. This may be the case because, among other things:
	•	if you purchase your certificates at a price other than par, your yield to maturity will be sensitive to the uncertain rate and timing of principal prepayments on the mortgage loans in the corresponding mortgage pool or mortgage pools;
	•	the certificates may be inappropriate investments for you if you require a distribution of a particular amount of principal on a specific date or an otherwise predictable stream of distributions because the rate of principal distributions on, and the weighted average lives of, the certificates will be sensitive to the uncertain rate and timing of principal payments on the mortgage loans in the corresponding mortgage pool or mortgage pools and the priority of principal distributions among the classes of certificates in the related certificate group;
	•	you may not be able to reinvest the principal amounts distributed on your certificates, which in general are expected to be greater during periods of relatively low interest rates, at a rate that is as high as the applicable pass-through rate or the expected yield of your certificates;
	•	unless a secondary market for the certificates develops, the certificates may be illiquid investments; and
	•	you must report interest as well as original issue discount, if any, on your certificates using the accrual method of accounting, even if you are otherwise using the cash method of accounting.
	You should also carefully consider the further risks discussed below and under the heading “Yield, Prepayment and Maturity Considerations” in this prospectus supplement and under the heading “Risk Factors” in the prospectus.
The Class I-A-1 Certificates involve
counterparty risk	Although the Class I-A-1 Certificates may receive certain payments from amounts on deposit in the reserve fund when LIBOR exceeds certain levels, payments of amounts under the corridor contract to the reserve fund by the corridor contract counterparty are solely dependent upon the performance of the corridor contract counterparty under the corridor contract and, thus involves counterparty risk. In addition, the likelihood of receipt of these amounts and the related counterparty risk are not covered by the rating of the Class I-A-1 Certificates.
	Investors in the Class I-A-1 Certificates should note that the long term certificates of deposit of the corridor contract counterparty are rated lower than the ratings on those classes of certificates.
	See “Description of the Certificates – Distributions on the Certificates – The

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	Corridor Contract” and “Ratings” in this prospectus supplement.
The mortgage loans in the mortgage pools have been underwritten under less restrictive guidelines which may result in losses on the mortgage loans	Substantially all the mortgage loans in the mortgage pools were underwritten pursuant to the seller’s “Super Expanded Underwriting Guidelines,” which guidelines generally allow for FICO scores, loan-to-value ratios and debt-to-income ratios that are less restrictive than those in the seller’s standard full/alternative documentation loan programs. Accordingly, substantially all the mortgage loans in the mortgage pools may have higher loan-to-value ratios, higher loan amounts and higher debt-to-income ratios and different documentation requirements than mortgage loans underwritten in accordance with the seller’s standard full/alternative documentation loan programs. In addition, the borrowers under such mortgage loans may have lower FICO scores than borrowers under mortgage loans that were underwritten in accordance with the seller’s standard full/alternative documentation loan programs. Many of the mortgage loans underwritten in accordance with the seller’s Super Expanded Underwriting Guidelines are not eligible for sale to Fannie Mae or Freddie Mac for reasons other than their principal balance. Because the mortgage loans in the mortgage pools were underwritten under guidelines that are less restrictive than the seller’s standard underwriting guidelines, the mortgage loans are likely to experience rates of delinquency, foreclosure and loss that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in accordance with the seller’s standard underwriting guidelines. See “The Mortgage Pools – General” in this prospectus supplement and “Loan Program — Underwriting Standards — General Standards for First-Lien Mortgage Loans” and “— Guide Standards” in the prospectus.
The performance of mortgage loans may affect the rating of the certificates	The rating assigned to your class of certificates will depend on the performance of the mortgage loans in both mortgage pools. Since the subordinated certificates will provide credit support for the senior certificates of both certificate groups, the poor performance of one mortgage pool may affect the ratings assigned to the senior certificates related to the other mortgage pool, notwithstanding the better performance of the other mortgage pool.
Prepayments are unpredictable and will affect the yield on your certificates	Borrowers may prepay their mortgage loans in whole or in part at any time. We cannot predict the rate at which borrowers will repay their mortgage loans. A prepayment of a mortgage loan, however, will usually result in an accelerated payment on the certificates of the related certificate group and will affect the yield to maturity on the certificates in the related certificate group. In addition, you will be subject to any reinvestment risks resulting from faster or slower prepayments of mortgage loans in the related mortgage pool or, in the case of the subordinated certificates, both mortgage pools corresponding to your certificate.
	The rate of principal payments on the mortgage loans will be affected by, among other things:
	•	the amortization schedules of the mortgage loans;

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	•	the rate of principal prepayments, including partial prepayments and those resulting from refinancing, by mortgagors;
	•	liquidations of defaulted mortgage loans;
	•	repurchases of mortgage loans by the seller as a result of defective documentation or breaches of representations and warranties;
	•	optional purchase by the master servicer of defaulted mortgage loans; and
	•	the optional purchase by the master servicer of all the mortgage loans in connection with the termination of the trust.
	The rate of payments, including prepayments, on the mortgage loans may also be influenced by a variety of economic, geographic, social and other factors, including the following:
	•	If prevailing rates for similar mortgage loans fall below the mortgage rates of the mortgage loans owned by the trust, we would expect the rate of prepayment to increase. Increased prepayments could result in a faster return of principal to you at a time when you may not be able to reinvest the principal at an interest rate as high as the pass-through rate or expected yield on your certificates.
	•	If interest rates on similar mortgage loans rise above the mortgage rates of the mortgage loans owned by the trust, we would expect the rate of prepayment to decrease. Reduced prepayments could result in a slower return of principal to you at a time when you may be able to reinvest the principal at a higher rate of interest than the pass-through rate or expected yield on your certificates.
	•	Refinancing programs, which may involve soliciting all or some of the mortgagors to refinance their mortgage loans, may increase the rate of prepayments on the mortgage loans. The master servicer or its affiliates may offer these refinancing programs from time to time, including streamlined documentation programs as well as programs under which a mortgage loan is modified to reduce the interest rate.
	See “Yield, Prepayment and Maturity Considerations” and “Description of the Certificates — Optional Termination” in this prospectus supplement and “The Agreements — Assignment of the Trust Fund Assets,” and “— Termination; Optional Termination” in the prospectus.
The effect of prepayments on principal only certificates, notional amount certificates and certificates purchased at a premium or discount may be severe	The effect of prepayments on principal only certificates, notional amount certificates and certificates purchased at a premium or discount may be severe. The rate of payments, including prepayments, on the mortgage loans in the related mortgage pool (or, in the case of the subordinated certificates, both mortgage pools) corresponding to your certificates can adversely affect the yield you receive on your certificates. For example:
	•	If you purchase principal only certificates (e.g., the Class I-A-PO or Class II-A-PO Certificates) or if you purchase your certificates at a discount and principal is repaid slower than you anticipate, then your

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		yield may be lower than you anticipate.
	•	If you purchase notional amount certificates (e.g., the Class I-A-4 Certificates) or if you purchase your certificates at a premium and principal is repaid faster than you anticipate, then your yield may be lower than you anticipate and, in the case of the notional amount certificates, you could lose your entire investment.
	See “Yield, Prepayment and Maturity Considerations” in this prospectus supplement.
Mortgage loans with interest-only payments may result in longer weighted average lives of the related certificates	Approximately 48.31% of the mortgage loans in Pool I and none of the mortgage loans in Pool II provide for payment of interest at the related mortgage interest rate, but no payment of principal, for a period of ten years following the origination of the mortgage loan. Following that ten-year period, the monthly payment with respect to each of the mortgage loans will be increased to an amount sufficient to amortize the principal balance of the mortgage loan over the remaining term and to pay interest at the mortgage rate. A borrower may view the absence of any obligation to make a payment of principal during the first ten years of the term of a mortgage loan as a disincentive to prepayment.
	The presence of those mortgage loans in the mortgage pools will, absent other considerations, result in longer weighted average lives of the related certificates than would have been the case had those mortgage loans not been included in the trust fund. If you purchase your certificates at a discount, you should consider that the extension of weighted average lives could result in a lower yield than would be the case if these mortgage loans provided for payment of principal and interest on every payment date.
	If a recalculated monthly payment as described above is substantially higher than a borrower’s previous interest-only monthly payment, that mortgage loan may be subject to an increased risk of delinquency and loss.
The yield on the Class I-A-1and Class I-A-4 Certificates will be affected by the level of LIBOR	The pass-through rate on the Class I-A-1 Certificates will be based on LIBOR plus a margin, subject to a maximum pass-through rate. In contrast, the pass-through rate on the Class I-A-4 Certificates will vary inversely with LIBOR (i.e., as LIBOR increases, the pass-through rates on these classes of certificates decrease). If the level of LIBOR is lower than the level you expect, then your yield on the Class I-A-1Certificates may be lower than you expect. Conversely, if the level of LIBOR is higher than the level you expect, then your yield on the Class I-A-4 Certificates may be lower than you expect and could be zero. Prospective investors in the Class I-A-4 Certificates should additionally consider that LIBOR is at historically low levels and may not be expected to remain at such levels (or may not decrease further) in future periods.
	See “Description of the Certificates — Interest” and “Yield, Prepayment and Maturity Considerations” in this prospectus supplement.
The Class I-A-1 Certificates are subject to basis risk shortfalls	Except for any payments made under the corridor contract from the reserve fund for the benefit of the holders of the Class I-A-1 Certificates, as described

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	herein, the Class I-A-1 Certificates will absorb the risk associated with basis risk shortfalls, which are determined as the excess of the pass-through rate for such class of certificates (calculated based on LIBOR plus the applicable margin) over the maximum pass-through rate, as described under “Description of the Certificates — Distributions on the Certificates — Interest” in this prospectus supplement.
	Because of the application of the maximum pass-through rate, the holders of the Class I-A-1 Certificates may not always receive interest at a rate equal to LIBOR plus the applicable margin. If on any distribution date, the application of the maximum pass-through rate for the Class I-A-1 Certificates results in an interest payment that is lower than LIBOR plus the applicable margin on such classes of certificates during the related interest accrual period, the value of such classes of certificates may be temporarily or permanently reduced. The corridor contract is intended to provide the Class I-A-1 Certificates limited protection against basis risk shortfalls. However, there can be no assurance that the amounts payable under the corridor contract will be sufficient to cover such basis risk shortfalls.
	See “Description of the Certificates – Distributions on the Certificates – The Corridor Contract” and “–The Reserve Fund” in this prospectus supplement.
A slower than expected rate of prepayments on the mortgage loans in Pool I may result in basis risk shortfalls exceeding the amount available in the reserve fund for the Class I-A-1 Certificates	If prepayments on the mortgage loans in Pool I occur at a rate that is slower than the expected prepayment rate used to determine the notional balances in the corridor contract, the class certificate balance of the Class I-A-1 Certificates may be higher than the notional balances of that class of certificates as specified in the corridor contract on one or more distribution dates. Because the amounts payable under the corridor contract are based upon the notional balance related to the Class I-A-1 Certificates for the related distribution date as specified in the corridor contract, a slower than expected rate of prepayments on the mortgage loans in Pool I may result in amounts in the reserve fund that are less than the actual related basis risk shortfalls with respect to the Class I-A-1 Certificates for that distribution date.
	See “Description of the Certificates – Distributions on the Certificates –The Reserve Fund” in this prospectus supplement.
We cannot guarantee you regular payments on your certificates	The amounts you receive on your certificates will depend on the amount of the payments borrowers make on the mortgage loans in the corresponding mortgage pool or mortgage pools. Because we cannot predict the rate at which borrowers will repay their loans, you may receive distributions on your certificates in amounts that are larger or smaller than you expect. In addition, the life of your certificates may be longer or shorter than anticipated. Because of this, we cannot guarantee that you will receive distributions at any specific future date or in any specific amount.
Subordination may not be sufficient to protect senior certificates from losses	The certificates are not insured by any financial guaranty insurance policy. Credit enhancement in the form of subordination will be provided for the certificates, first, by the right of the holders of certificates to receive payments of principal before the classes subordinate to them and, second, by

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the allocation of realized losses to subordinated classes in the inverse order of their subordination. The first form of subordination is provided by using collections on the mortgage loans of a mortgage pool otherwise payable to holders of subordinated classes to pay amounts due on more senior classes of the related certificate group. Collections otherwise payable to subordinated classes are the sole source of funds from which this type of credit enhancement is provided. With respect to the second form of subordination, realized losses in respect of each mortgage pool are allocated to the subordinated certificates, beginning with the class of subordinated certificates with the lowest payment priority, until the principal amount of that class has been reduced to zero. Subsequent realized losses will be allocated to the next most subordinate classes of subordinated certificates sequentially, until the class certificate balance of each succeeding class has been reduced to zero.

Accordingly, if the class certificate balance of each subordinated class were to be reduced to zero, delinquencies and defaults on the mortgage loans of a mortgage pool would reduce the amount of funds available for monthly distributions to holders of the senior certificates of the related certificate group. Also, the principal amounts of the subordinated certificates could be reduced to zero as a result of a disproportionately high amount of losses on the mortgage loans in any of the mortgage pools because the subordinated certificates represent interests in both mortgage pools. As a result, losses in one mortgage pool will reduce the loss protection provided by the subordinated certificates to the senior certificates corresponding to the other mortgage pool, and will increase the likelihood that losses will be allocated to those other senior certificates. See “Description of the Certificates — Losses Allocable to the Certificates.” Furthermore, the subordinated classes will provide only limited protection against some categories of losses such as special hazard losses, bankruptcy losses and fraud losses in excess of the amounts specified in this prospectus supplement. Any losses in excess of those amounts will be allocated pro rata to each class of the senior certificates in the related certificate group and the subordinated certificates, even if the class certificate balance of each subordinated class has not been reduced to zero. Among the subordinated certificates the Class B-l Certificates are the least subordinated, that is, they have the highest payment priority. Then come the Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates, in that order. See “Description of the Certificates— Subordination” in this prospectus supplement.

Unlike some other senior/subordinated structures, there will be no overcollateralization built up to provide protection for the subordinated certificates over the life of the transaction. The only credit enhancement for the subordinated certificates will be the certificates that are junior to each such class. Once the principal balance of a certificate is reduced by the amount of a loss on the mortgage loans, certain unanticipated recoveries, if any, will be the only amounts available thereafter to reimburse the holder of such certificate for the amount of such reduction. See “The Transaction Agreements — The Pooling and Servicing Agreements — Unanticipated Recoveries of Losses on the Mortgage Loans” in this prospectus supplement.

You should fully consider the risks of investing in a subordinated certificate, including the risk that you may not fully recover your initial investment as a result of realized losses. See “Description of the Certificates – Losses Allocable to the Certificates” in this prospectus supplement.

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Geographic concentration of mortgage loans may increase risk of losses on your certificates	Approximately 21.26%, 10.14% and 5.58% of the mortgage loans in Pool I (by principal balance as of the cut-off date) expected to be in the trust on the closing date are secured by property in California, Maryland and Washington, respectively. Approximately 13.34%, 12.64% and 10.88% of the mortgage loans in Pool II (by principal balance as of the cut-off date) expected to be in the trust on the closing date are secured by property in Maryland, California and Massachusetts, respectively. Accordingly, you should consider the following risks associated with property located in those states:
	•	Property in California may be more susceptible than homes located in other parts of the country to certain types of uninsurable or uninsured hazards, such as earthquakes, fires, floods, mudslides and other natural disasters.
	•	Economic conditions in California, Maryland, Washington and Massachusetts which may or may not affect real property values, may affect the ability of borrowers to repay their loans on time.
	•	Economic conditions and housing markets in California, Maryland, Washington and Massachusetts may be adversely affected by a variety of events, including natural disasters such as earthquakes, hurricanes, floods and eruptions, mudslides and brushfires and civil disturbances such as riots. If these occur, the rates of delinquency, foreclosure, bankruptcy and loss on the related mortgage loans may increase.
	•	Declines in the residential real estate market in California, Maryland, Washington and Massachusetts may reduce the values of properties located in those states, which would result in an increase in the loan-to-value ratios of the related mortgage loans.
	•	Any increase in the market value of properties located in California, Maryland, Washington and Massachusetts would reduce the loan-to-value ratios and could, therefore, make alternative sources of financing available to the borrowers at lower interest rates, which could result in an increased rate of prepayment of the related mortgage loans.
	See “Transaction Overview — The Transaction Parties — The Master Servicer — Management’s Discussion and Analysis of Delinquency and Foreclosure Trends” in this prospectus supplement.
Residual Certificates have adverse tax consequences	The Class I-A-R Certificates will represent the “residual interests” in the master REMIC and each of the underlying REMICs (if any) for federal income tax purposes.
	Holders of Class I-A-R Certificates must report as ordinary income or loss their pro rata share of the net income or the net loss of each REMIC whether or not any cash distributions are made to them. This allocation of income or loss may result in a zero or negative after-tax return. No cash distributions are expected to be made with respect to the Class I-A-R Certificates, except for the initial principal balance for each such class of $100 and related interest.
	Due to their tax consequences, the Class I-A-R Certificates will be subject to restrictions on transfer that may affect their liquidity. In addition, the Class I-A-R Certificates may not be acquired by employee benefit plans subject to

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	ERISA.
	See “Description of the Certificates — Restrictions on Transfer of the Residual Certificates,” “ERISA Considerations” and “Material Federal Income Tax Consequences” in this prospectus supplement.
The effects of terrorist attacks and military action are not determinable	The effects that possible future terrorist attacks or other incidents and related military action, or the military action by United States forces in Iraq and other regions, may have on the performance of the mortgage loans or on the values of the related mortgaged properties cannot be determined at this time. Investors should consider the possible effects of such incidents on delinquency, default and prepayment experience of the mortgage loans. Federal agencies and non-government lenders have and may continue to defer, reduce or forgive payments and delay foreclosure proceedings in respect of loans to borrowers affected in some way by future attacks or other incidents and the related military action.
	The current deployment of U.S. military reservists and members of the National Guard, and any further such deployments, may significantly increase the proportion of loans whose interest rates are reduced by application of the Servicemembers Civil Relief Act (the “Relief Act”). The Relief Act provides, generally, that a borrower who is covered by the Relief Act may not be charged interest on the related mortgage loan in excess of 6% annually during the period of the borrower’s active duty. Under the Military Reservist Relief Act, which is a California statute, under certain circumstances, California residents called into active duty with the reserves can delay payments on mortgage loans for a period not to exceed 180 days, beginning with the order to active duty and ending 30 days after release. Interest payable to holders of the certificates in the related certificate group will be reduced by any reductions in the amount of interest not collectible as a result of the application of such Acts. These shortfalls are not required to be paid by the borrower at any future time. None of the seller, the depositor or the master servicer is required to advance these shortfalls as delinquent payments, and such shortfalls are not covered by any form of credit enhancement on the certificates. Any reductions resulting from such Acts will be allocated pro rata among the senior certificates of the related certificate group and the subordinated certificates.
	In addition, legislation granting similar loan payment relief to certain persons not covered by the Relief Act has been proposed and may be enacted in various states.

FORWARD LOOKING STATEMENTS

          We caution you that certain statements contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus consist of forward-looking statements relating to future economic performance or projections and other financial items. These statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “expects,” “believes,” “anticipates,” “estimates,” or other comparable words. Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ from the projected results. Those risks and uncertainties include, among others, general economic and business conditions, regulatory initiatives and compliance with governmental regulations, customer preferences, effects of prepayments, changes in interest rates and various other matters, many of which are beyond our control. Because we cannot predict the future, what actually happens may be very different from what we predict in our forward-looking statements.

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TRANSACTION OVERVIEW

The Parties

          The Sponsor, Seller and Master Servicer. First Horizon Home Loan Corporation, a Kansas corporation (“First Horizon”). The principal executive office of First Horizon is located at 4000 Horizon Way, Irving, Texas 75063, and its telephone number is (214) 441-4000. First Horizon is an indirect wholly owned subsidiary of First Tennessee Bank National Association. First Horizon was established in 1995 through a merger between the former Carl I. Brown and Co., MNC Mortgage Corp., and Sunbelt National Mortgage Corp. On March 4, 2000, First Horizon officially changed its name from FT Mortgage Cos. to First Horizon Home Loan Corporation. For over 27 years, First Horizon and its predecessors in interest have been engaged principally in the business of origination, purchasing and selling residential mortgage loans in its own name and through its affiliates. First Horizon is engaged primarily in the mortgage banking business, and as such, originates, purchases, sells and services mortgage loans. First Horizon has originated and serviced residential mortgage loans for 20 years through a retail branch system and through mortgage loan brokers and correspondents nationwide. First Horizon’s mortgage loans are principally first-lien, fixed or adjustable rate mortgage loans secured by single-family residences.

          At December 31, 2005, First Horizon provided servicing for approximately $95.260 billion aggregate principal amount of mortgage loans. First Horizon is servicing substantially all these mortgage loans for unaffiliated persons.

          First Horizon initially services substantially all the mortgage loans it originates or acquires. In addition, First Horizon has purchased in bulk the rights to service mortgage loans originated by other lenders. Servicing includes collecting and remitting loan payments, accounting for principal and interest, holding escrow (impound) funds for payment of taxes and insurance, making inspections as required of the mortgaged premises, contacting delinquent mortgagors, supervising foreclosures in the event of unremedied defaults and generally administering the loans, for which First Horizon receives servicing fees. First Horizon has in the past and may in the future sell to other mortgage bankers a portion of its portfolio of loan servicing rights. For a description of the annual servicing report and the report of the independent public accountants required to be provided by First Horizon in its capacity as master servicer under the pooling and servicing agreement, see “The Agreements — Evidence as to Compliance” in the prospectus.

          S&P has assigned First Horizon a rating of “Strong” as a residential mortgage loan servicer. S&P’s rating reflects First Horizon’s seasoned management team, stable internal controls and risk management, dedicated, extensive and comprehensive training programs, solid policies and procedures; demonstrated default management expertise, excellent level of automation; and effective use of technology.

          Fitch Ratings has assigned First Horizon a residential primary servicer rating of “RPS2”. Fitch’s ratings are based on First Horizon’s experienced management team, effective internal control environment and the financial strength of First Horizon’s parent, First Tennessee Bank, N.A. Fitch’s ratings also reflect First Horizon’s effective loan administration and collection procedures for both first and second-lien mortgages.

          Moody’s has assigned First Horizon a rating of “SQ2” as primary servicer of prime residential mortgage loans. Moody’s ratings are based on First Horizon’s above-average collections abilities, average loss mitigation results, above average timeline management, and strong servicing stability.

          During 2005, 2004 and 2003, First Horizon, as sponsor, securitized approximately $12.871 billion, $8.163 billion and $5.751 billion of residential mortgage loans, respectively. During 2005, 2004 and 2003, First Horizon originated directly or purchased through its correspondent network approximately $37.408 billion, $30.684 billion and $47.867 billion of prime/alternative-A residential mortgage loans, respectively. During 2005, 2004 and 2003, First Horizon originated directly or purchased through its correspondent network approximately $1.745 billion, $1.292 billion and $464.666 million of subprime residential mortgage loans, respectively. During 2005, 2004 and 2003, First Horizon originated directly or purchased through its correspondent network approximately $5.044 billion, $5.065 billion and $3.366 billion of home equity loans, respectively.

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          First Horizon structures securitization transactions in which it assembles a pool or pools of mortgage loans that are sold to the depositor. The depositor causes the issuance of the securities supported by the cash flows generated by the mortgage loans. First Horizon or one or more affiliates will make certain representations and warranties to the depositor and the trustee regarding the mortgage loans. If it is later determined that the mortgage loans fail to conform to the specified representations and warranties, First Horizon may be obligated to repurchase such mortgage loans from the depositor (or directly from the trustee) or it may be obligated to substitute one or more similar mortgage loans for the affected mortgage loans as described under “The Transaction Agreements – The Mortgage Loan Purchase Agreement.”

Collection/Default Procedures

          When a mortgagor fails to make a payment due on a mortgage loan, First Horizon attempts to cause the delinquency to be cured by contacting and corresponding with the mortgagor. First Horizon generally mails to the mortgagor a notice of default after the loan becomes 61 days past due (three payments due but not received). Generally within 44 days thereafter, if the loan is not subject to a bankruptcy case or in a loss mitigation plan, First Horizon institutes appropriate legal action to foreclose on the mortgaged property. Foreclosure proceedings may be terminated if the delinquency is cured. Mortgage loans to borrowers in bankruptcy proceedings will be restructured in accordance with law. During the foreclosure process, First Horizon’s loss mitigation specialists continue to attempt contact with the borrower for the purpose of discussing possible alternatives to foreclosure including repayment plans, forbearance or pursuing short sale or deed in lieu. If the borrower does not qualify for or is unable to comply with the requirements for a loss mitigation alternative to foreclosure then the case proceeds to foreclosure sale.

          Once foreclosure is initiated by First Horizon, a foreclosure tracking system is used to monitor the progress of the proceedings. The system includes state specific parameters to monitor whether proceedings are progressing within the time frame typical for the state in which the mortgaged property is located. During the foreclosure proceedings and prior to foreclosure sale, First Horizon will request the attorneys handling the foreclosure to enter a bid equal to the total indebtedness at the foreclosure sale.

          At the foreclosure sale, the total indebtedness bid is made and if there are no higher bids, the title is acquired. If title is acquired at foreclosure sale, First Horizon will liquidate the mortgaged property by selling it for current market value and will report and remit the liquidation proceeds to the trust.

          Servicing and charge-off policies and collection practices with respect to mortgage loans may change over time in accordance with applicable laws and regulations.

Foreclosure, Delinquency and Loss Experience

          Historically, a variety of factors, including the appreciation of real estate values, have limited First Horizon’s loss and delinquency experience on its portfolio of serviced mortgage loans. There can be no assurance that factors beyond First Horizon’s control, such as weakening national or local economic conditions, higher interest rates, higher unemployment rates, a decline in the availability of refinancing, or downturns in real estate markets, will not result in increased rates of delinquencies and foreclosure losses in the future.

          A general deterioration of the real estate market in regions where the Mortgaged Properties are located may result in increases in delinquencies of loans secured by real estate, slower absorption rates of real estate into the market and lower sales prices for real estate. A general weakening of the economy may result in decreases in the financial strength of borrowers and decreases in the value of collateral serving as security for loans. If the real estate market and economy were to decline, First Horizon may experience an increase in delinquencies on the loans it services and higher net losses on liquidated loans.

          First Horizon began servicing mortgage loans underwritten under its Super Expanded Underwriting Guidelines in late 2003. Thus, First Horizon currently has limited historical delinquency, foreclosure or loss statistics for this type of loan product. There can be no assurance that the experience shown in the following tables will be indicative of future delinquency, foreclosure and loss experience of mortgage loans underwritten in accordance with First Horizon’s Super Expanded Underwriting Guidelines, including the mortgage loans in Pool I and Pool II.

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          The following table summarizes the delinquency, foreclosure and loss experience, respectively, on the dates indicated, of all jumbo first lien mortgage loans serviced, subserviced, or master serviced by First Horizon. The delinquency, foreclosure and loss percentages may be affected by the size and relative lack of seasoning of First Horizon’s jumbo loan servicing portfolio which increased from approximately $7.604 billion at December 31, 2003 to approximately $9.814 billion at December 31, 2004 and increased to approximately $14.010 billion at December 31, 2005. The delinquency and foreclosure experience set forth in the following table includes mortgage loans with various terms to stated maturity, and includes mortgage loans having a variety of payment characteristics. Accordingly, the information should not be considered as a basis for assessing the likelihood, amount or severity of delinquency or losses on the mortgage loans, and no assurances can be given that the foreclosure, delinquency and loss experience presented in the table below will be indicative of the experience on the mortgage loans underlying the certificates:

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Delinquency and Foreclosure Experience in First Horizon’s Portfolio
of One-to-Four Family, Jumbo Residential mortgage loans

		As of December 31, 2002							As of December 31, 2003
	No. of Loans		% of Loans		Principal Balance($)	% of Balance		No. of Loans		% of Loans		Principal Balance($)	% of Balance
JUMBO LOAN PORTFOLIO
Total Portfolio	18,686				7,734,635			16,424				7,603,793
Period of Delinquency
30-59 Days	240		1.28	%	94,054	1.22	%	128		0.78	%	50,030	0.66	%
60-89 Days	25		0.13	%	7,733	0.10	%	22		0.13	%	7,690	0.10	%
90 Days or more	23		0.12	%	7,654	0.10	%	20		0.12	%	6,797	0.09	%
Foreclosures Pending	26		0.14	%	9,551	0.12	%	25		0.15	%	9,894	0.13	%
Total Delinquencies	314		1.68	%	118,991	1.54	%	195		1.19	%	74,411	0.98	%

		As of December 31, 2004							As of December 31, 2005
	No. of Loans		% of Loans		Principal Balance($)	% of Balance		No. of Loans		% of Loans		Principal Balance($)	% of Balance
JUMBO LOAN PORTFOLIO
Total Portfolio	20,602				9,814,558			28,100				14,010,565
Period of Delinquency
30-59 Days	139		0.67	%	67,344	0.69	%	219		0.78	%	110,910	0.79	%
60-89 Days	20		0.10	%	8,100	0.08	%	35		0.12	%	18,845	0.13	%
90 Days or more	25		0.12	%	10,793	0.11	%	39		0.14	%	18,922	0.14	%
Foreclosures Pending	19		0.09	%	8,121	0.08	%	27		0.10	%	12,208	0.09	%
Total Delinquencies	203		0.99	%	94,358	0.96	%	320		1.14	%	160,886	1.15	%

          The above table shows mortgage loans which were delinquent or for which foreclosure proceedings had been instituted as of the date indicated. All dollar amounts are reported in thousands.

          First Horizon believes that the delinquency levels for its jumbo loan servicing portfolio are attributable primarily to the growth and relative lack of seasoning in its jumbo loan servicing portfolio over this time period. There can be no assurance that the experience shown in the above tables will be indicative of future loss and delinquency experience of First Horizon’s jumbo loan servicing portfolio or of the mortgage loans in the mortgage pools. In addition, because the jumbo mortgage loans in Pool I and Pool II were underwritten under guidelines that are less restrictive than First Horizon’s standard underwriting guidelines, the jumbo mortgage loans in Pool I and Pool II are likely to experience rates of delinquency, foreclosure and loss that are higher, and that may be substantially higher, than those set forth in the tables above.

          The following table summarizes the delinquency and foreclosure experience, respectively, on the dates indicated, of all mortgage loans serviced or master serviced by First Horizon, including certain mortgage loans for which First Horizon has sold, but not yet transferred, the servicing rights. These mortgage loans have a variety of underwriting, payment and other characteristics, many of which differ from those of the mortgage loans underlying the certificates, and no assurances can be given that the delinquency and foreclosure experience presented in the table below will be indicative of the experience of the mortgage loans underlying the certificates.

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Delinquency and Foreclosure Experience in First Horizon’s Total Portfolio
of One-to-Four Family, Residential mortgage loans

		As of December 31, 2002							As of December 31, 2003
	No. of Loans		% of Loans		Principal Balance($)	% of Balance		No. of Loans		% of Loans		Principal Balance($)	% ofBalance
TOTAL SERVICING PORTFOLIO
Total Portfolio	444,472				55,961,130			505,502				68,855,658
Period of Delinquency
30-59 Days	15,113		3.40	%	1,509,111	2.70	%	11,599		2.29	%	1,220,816	1.77	%
60-89 Days	3,514		0.79	%	325,279	0.58	%	2,677		0.53	%	263,125	0.38	%
90 Days or more	5,698		1.28	%	509,319	0.91	%	4,423		0.87	%	401,377	0.58	%
Foreclosures Pending	3,523		0.79	%	264,764	0.47	%	3,093		0.61	%	252,608	0.37	%
Total Delinquencies	27,848		6.27	%	2,608,474	4.66	%	21,792		4.31	%	2,137,926	3.10	%

		As of December 31, 2004							As of December 31, 2005
	No. of Loans		% of Loans		Principal Balance($)	% of Balance		No. of Loans		% of Loans		Principal Balance($)	% of Balance
TOTAL SERVICING PORTFOLIO
Total Portfolio	556,185				79,738,340			617,711				95,259,730
Period of Delinquency
30-59 Days	11,363		2.04	%	1,278,625	1.60	%	14,193		2.30	%	1,722,127	1.81	%
60-89 Days	2,591		0.47	%	261,445	0.33	%	3,071		0.50	%	339,839	0.36	%
90 Days or more	4,079		0.73	%	386,851	0.49	%	4,682		0.76	%	471,619	0.50	%
Foreclosures Pending	3,157		0.57	%	265,957	0.33	%	2,910		0.47	%	265,067	0.28	%
Total Delinquencies	21,190		3.81	%	2,192,878	2.75	%	24,856		4.02	%	2,798,651	2.94	%

          The above table shows mortgage loans which were delinquent or for which foreclosure proceedings had been instituted as of the date indicated. All dollar amounts are reported in thousands.

          There can be no assurance that factors beyond First Horizon’s control, such as weakening national or local economic conditions, higher interest rates, higher unemployment rates, a decline in the availability of refinancing, or downturns in real estate markets, will not result in increased rates of delinquencies and foreclosure losses in the future. In addition, because substantially all the mortgage loans in Pool I and Pool II were underwritten under guidelines that are less restrictive than First Horizon’s standard underwriting guidelines, such mortgage loans are likely to experience rates of delinquency, foreclosure and loss that are higher, and that may be substantially higher, than those set forth in the tables above.

Management’s Discussion and Analysis of Delinquency and Foreclosure Trends

          For First Horizon’s total portfolio, mortgage loan delinquencies generally have decreased since December 31, 2002. Although these decreases may be due to a variety of factors, First Horizon believes the amount of turnover and decreased seasoning in First Horizon’s servicing portfolio are contributing factors to the decreases in these categories. There can be no assurance that factors beyond First Horizon’s control, such as weakening national or local economic conditions, higher interest rates, higher unemployment rates, a decline in the availability of refinancing, or downturns in real estate markets, will not result in increased rates of delinquencies and foreclosure losses in the future.

          If the residential real estate market should experience an overall decline in property values such that the outstanding balances of the mortgage loans, and any secondary financing on the mortgaged properties by a lender,

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become equal to or greater than the value of the mortgaged properties, the actual rates of delinquencies, foreclosures and losses could be significantly higher than the rates indicated in the tables above. To the extent that such losses occur in connection with the mortgage loans and are not otherwise covered by the forms of credit enhancement described in this prospectus supplement, they will be passed through as losses on the related certificates and such losses will be borne by the related certificateholders. In addition, because substantially all the mortgage loans in Pool I and Pool II were underwritten under guidelines that are less restrictive than First Horizon’s standard underwriting guidelines, such mortgage loans are likely to experience rates of delinquency, foreclosure and loss that are higher, and that may be substantially higher, than those set forth in the tables above.

          The Depositor. First Horizon Asset Securities Inc., a Delaware corporation. The principal executive office of the depositor is located at 4000 Horizon Way, Irving, Texas 75063, and its telephone number is (214) 441-4000. The limited purposes of the depositor are, in general, to acquire, own and sell mortgage loans; to issue, acquire, own and sell mortgage pass-through securities which evidence ownership interests in mortgage loans, collections thereon and related properties; and to engage in any acts which are incidental to, or necessary, suitable or convenient to accomplish the foregoing.

          Neither the depositor nor any of the depositor’s affiliates will insure or guarantee distributions on the securities of any series.

          After the issuance of a series of securities, the depositor may be required (to the extent specified in the pooling and servicing agreement) to perform certain actions on a continual basis, including but not limited to:

•          upon the discovery of the breach of any representation or warranty made by the seller in respect of a mortgage loan that materially and adversely affects the value of that mortgage loan, to enforce the seller’s representation and warranty to repurchase the mortgage loan from the trustee or deliver a qualified substitute mortgage loan as described below under “The Transaction Agreements — The Mortgage Loan Purchase Agreement”;

•          to cause to be made all initial filings establishing or creating a security interest over the mortgage loans and any other related assets and make all filings necessary to maintain the effectiveness of any original filings necessary under the relevant UCC (as defined herein) to perfect the trustee’s security interest in or lien on the mortgage loans and any such related assets;

•          to appoint a successor trustee or master servicer, as applicable, in the event either the trustee or the master servicer resigns, is removed or becomes ineligible to continue serving in such capacity under the related agreement;

•          to prepare and file, or cause the preparation and filing of, any reports required under the Exchange Act;

•          to notify the rating agencies and any other relevant parties of the occurrence of any event of default or other event specified in the related Agreements; and

•          to provide the trustee and the master servicer with any information such entity may reasonably require to comply with the terms of the pooling and servicing agreement.

          The liability of the depositor under the pooling and servicing agreement is limited to the extent described under “The Agreements – Certain Matters Regarding the Master Servicer and the Depositor” in the prospectus. In addition, the depositor will be entitled to indemnification from the trust fund to the extent described under “The Agreements – Certain Matters Regarding the Master Servicer and the Depositor” in the prospectus.

          The Issuing Entity. First Horizon Alternative Mortgage Securities Trust 2006-FA2, a common law trust formed under the laws of the State of New York. The issuing entity will be created under the pooling and servicing agreement by the depositor and its assets will consist of the trust fund. The issuing entity will not have any liabilities as of the closing date. The fiscal year end of the issuing entity will be December 31 of each year.

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          The issuing entity will not have any employees, officers or directors. The trustee, the depositor, the master servicer and the custodian will act on behalf of the issuing entity, and may only perform those actions on behalf of the issuing entity that are specified in the pooling and servicing agreement. See “The Sponsor, Seller and Master Servicer” and “Assignment and Servicing of the Mortgage Loans – the Pooling and Servicing Agreement.”

          Under the pooling and servicing agreement, the trustee on behalf of the issuing entity will not have the power to issue additional certificates representing interests in the trust fund, borrow money on behalf of the trust fund or make loans from the assets of the trust fund to any person or entity, without the amendment of the pooling and servicing agreement by certificateholders and the other parties thereto as described in the prospectus under “The Agreements — Amendment.”

          If the assets of the trust fund are insufficient to pay the certificateholders all principal and interest to which they are entitled, holders of some or all classes of certificates will not receive all of their expected distributions of interest and principal and will suffer a loss. The risk of loss to holders of subordinate certificates is greater than to holders of senior certificates. See “Risk Factors—Subordination may not be sufficient to protect senior certificates from losses” in this prospectus supplement. The issuing entity, as a common law trust, is not eligible to be a debtor in a bankruptcy proceeding. In the event of a bankruptcy of the sponsor, the depositor or any originator, it is not anticipated that the trust fund would become part of the bankruptcy estate or subject to the bankruptcy control of a third party.

          The Trustee. The Bank of New York, a banking corporation organized and existing under the laws of the state of New York. The trustee’s offices for notices under the pooling and servicing agreement are located at 101 Barclay Street, 8W, New York, New York 10286 and its telephone number is 1 (800) 254-2826. The Bank of New York has been, and currently is, serving as indenture trustee and trustee for numerous securitization transactions and programs involving pools of residential mortgages. The Bank of New York is one of the largest corporate trust providers of trust services on securitization transactions. The depositor and the master servicer may maintain other banking relationships in the ordinary course of business with The Bank of New York.

          The trustee has limited administrative responsibilities under the terms of the pooling and servicing agreement. The trustee does not monitor access to and activity in the Certificate Account, compliance with covenants of the depositor and/or the master servicer in the pooling and servicing agreement or the basis for the addition, substitution or removal of mortgage loans from the mortgage pools. Under the pooling and servicing agreement, the trustee as successor master servicer will be required to make Advances to the limited extent described herein with respect to the mortgage loans if the master servicer fails to make an Advance required by the pooling and servicing agreement and another successor master servicer has not been named. See “The Transaction Agreements – The Pooling and Servicing Agreement – Advances” in this prospectus supplement.

          The trustee may appoint one or more co-trustees if necessary to comply with the fiduciary requirements imposed by any jurisdiction in which a mortgaged property is located. In the case of any appointment of a co-trustee, all rights, powers, duties and obligations conferred or imposed upon the trustee will be conferred or imposed upon and exercised or performed by the trustee and the co-trustee jointly, unless the law of a jurisdiction prohibits the trustee from performing it duties under the pooling and servicing agreement, in which event such rights, powers, duties and obligations (including the holding of title to the trust fund or any portion of the trust fund in any such jurisdiction) shall be exercised and performed by the co-trustee at the direction of the trustee.

          See “The Transaction Agreements – The Pooling and Servicing Agreement” in this prospectus supplement for more information about the trustee and its obligations and rights (including the right to indemnity and reimbursement in certain circumstances) under the pooling and servicing agreement.

          The Custodian. First Tennessee Bank, National Association, a national banking association (“FTBNA”). The custodian’s offices for notices under the custodial agreement are located at 1555 W. Walnut Hill Lane, Suite 100, Irving, Texas 75038 and its telephone number is (214) 492-7602. FTBNA has been engaged in the mortgage document custody business for approximately 1.5 years. As of December 31, 2005, FTBNA was the custodian of mortgage files representing $103.8 billion aggregate original principal amount of mortgage loans. FTBNA maintains document custody facilities in its Irving, Texas office. For a description of the agreement under which FTBNA will act as custodian of the mortgage files, see “The Transaction Agreements – The Custodial Agreement” in this prospectus supplement.

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          The Rating Agencies. Each of S&P, Fitch and Moody’s will issue ratings with respect to some or all of the offered certificates. See “Ratings” in this prospectus supplement.

The Transaction

          First Horizon Alternative Mortgage Securities Trust 2006-FA2 will be formed and the certificates will be issued pursuant to the terms of a pooling and servicing agreement, dated as of March 1, 2006, by and among the depositor, the master servicer and the trustee. The certificates will represent undivided beneficial ownership interests in the trust fund, the assets of which will consist of:

• the mortgage loans in each mortgage pool and all interest and principal received on or with respect thereto after the cut-off date;

• all of the depositor’s rights as purchaser under the mortgage loan purchase agreement between First Horizon, as seller, and the depositor, as purchaser;

• all amounts on deposit in the Certificate Account and the Distribution Account from time to time;

• property that secured a mortgage loan and that has been acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and

• all proceeds of the conversion, voluntarily or involuntarily, of any of the foregoing.

          The mortgage loans in each mortgage pool are described under “Description of the Mortgage Pool” in this prospectus supplement and the certificates are described under “Description of the Certificates” in this prospectus supplement.

THE MORTGAGE POOLS

General

          Information with respect to the mortgage loans expected to be included in each mortgage pool on the closing date is set forth under this heading and in Annexes I, II and III to this prospectus supplement. Annexes I and II to this prospectus supplement correspond to the mortgage loans expected to be in Pool I and Pool II, respectively, on the closing date. Information with respect to the mortgage loans expected to be included in both mortgage pools on the closing date is set forth in Annex III to this prospectus supplement. Before the closing date, mortgage loans may be removed from a mortgage pool and other mortgage loans may be substituted for them. The depositor believes that the information set forth in this prospectus supplement and each Annex with respect to each mortgage pool as presently constituted is representative of the characteristics of each mortgage pool as it will be constituted at the closing date, but some characteristics of the mortgage loans in each mortgage pool may vary. Unless otherwise indicated, information presented in this prospectus supplement and each Annex expressed as a percentage, other than rates of interest, are approximate percentages based on the aggregate Stated Principal Balances of the mortgage loans as of the cut-off date. No more than 5% of the mortgage loans relative to the aggregate cut-off date pool principal balance of the mortgage pools will deviate from the mortgage loan characteristics described under this heading or in Annexes I, II and III.

          As of the cut-off date, the aggregate Stated Principal Balance of the mortgage loans expected to be included in Pool I on the closing date is approximately $320,015,323, which is referred to as the cut-off date pool principal balance of Pool I. As of the cut-off date, the aggregate Stated Principal Balance of the mortgage loans expected to be included in Pool II on the closing date is approximately $15,015,207, which is referred to as the cut-off date pool principal balance of Pool II. The mortgage loans, other than the interest-only loans in Pool I, provide for the amortization of the amount financed over a series of substantially equal monthly payments. The interest-only loans in Pool I provide for the amortization of the amount financed over a series of substantially equal monthly payments after the initial ten-year interest-only period. The due date for each mortgage loan is the first day of each calendar month. At origination, substantially all of the mortgage loans in Pool I had stated terms to maturity of 30 years and substantially all of the mortgage loans in Pool II had stated terms to maturity of 15 years. Scheduled monthly

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payments made by the mortgagors on the mortgage loans either earlier or later than their scheduled due dates will not affect the amortization schedule or the relative application of the payments to principal and interest.

          The seller offers two prepayment charge pricing options to borrowers in connection with certain mortgage loans originated under its Super Expanded Underwriting Guidelines. Borrowers under such mortgage loans receive better pricing either in interest rate, points or fees with the prepayment charges than would otherwise be available to them on the same type of mortgage loan without such options. This prepayment charge is due and payable in the event the borrower makes a prepayment that is more than 20% of the original principal balance in any rolling 12-month period during the first three years, in the case of the first option, or the first five years, in the case of the second option, after the applicable origination date. Approximately 2.36% and 7.83% of the mortgage loans in Pool I and Pool II, respectively, contain the first prepayment charge pricing option and none of the mortgage loans contain the second prepayment charge pricing option. The mortgagors may prepay all the other mortgage loans at any time without penalty.

          The earliest date of origination, earliest stated maturity date and latest stated maturity date of any mortgage loan in each loan group is set forth in the following table:

	Earliest Date of Origination	Earliest Stated Maturity Date	Latest Stated Maturity Date
Pool I	January 26, 2005	March 1, 2031	April 1, 2036
Pool II	January 10, 2006	February 1, 2021	March 1, 2021

          Approximately 23.29% of the mortgage loans in Pool I and approximately 16.41% of the mortgage loans in Pool II are jumbo mortgage loans which have principal balances at origination that exceed the then applicable limitations for purchase by Fannie Mae and Freddie Mac. Substantially all the mortgage loans were underwritten pursuant to the seller’s “Super Expanded Underwriting Guidelines,” which guidelines generally allow for FICO scores, loan-to-value ratios and debt-to-income ratios that are less restrictive than the seller’s standard full/alternative documentation loan programs. Accordingly, some of the mortgage loans may have higher loan-to-value ratios, higher loan amounts, higher debt-to-income ratios and different documentation requirements than mortgage loans underwritten in accordance with seller’s standard full/alternative documentation loan programs. In addition, the borrowers under such mortgage loans may have lower FICO scores than borrowers under mortgage loans that were underwritten in accordance with seller’s standard full/alternative documentation loan programs. Many of the mortgage loans underwritten in accordance with the seller’s Super Expanded Underwriting Guidelines are not eligible for sale to Fannie Mae or Freddie Mac for reasons other than their principal balance. See “Risk Factors — The mortgage loans have been underwritten under less restrictive guidelines which may result in losses on the mortgage loans,” in this prospectus supplement and “Loan Program — Underwriting Standards — General Standards for First-Lien Mortgage Loans” in the prospectus.

          The following table sets forth the number of mortgage loans in each mortgage pool, the aggregate Stated Principal Balance of those mortgage loans and the percentage of the related mortgage pool, in each case by Stated Principal Balance of the mortgage loans in that mortgage pool, that have been contractually delinquent for 30 days at least once in the last twelve months as of the cut-off date:

	Number of Mortgage Loans	Aggregate Principal Balance of Mortgage Loans		Percentage of Mortgage Pool
Pool I	1	$	83,857.95	0.03%
Pool II	0	$	0.00	0.00%

          Substantially all the mortgage loans will not be subject to buydown agreements. No mortgage loan provides for deferred interest or negative amortization.

          Approximately 48.31% of the mortgage loans in Pool I and none of the mortgage loans in Pool II are interest-only loans which provide for payment of interest at the related mortgage rate, but no payment of principal, for a period of ten years following the origination of the mortgage loan.

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          No mortgage loan has a loan-to-value ratio at origination of more than 95%. Generally, each mortgage loan with a loan-to-value ratio at origination of greater than 80% is covered by a primary mortgage guaranty insurance policy issued by a mortgage insurance company acceptable to Fannie Mae or Freddie Mac. The primary mortgage guaranty insurance policy provides coverage in an amount equal to a specified percentage times the sum of the Stated Principal Balance of the related mortgage loan, the accrued interest on the related mortgage loan and the related foreclosure expenses. The specified percentage is generally 12% for loan-to-value ratios between 80.01% and 85.00%, 25% for loan-to-value ratios between 85.01% and 90.00%, and 30% for loan-to-value ratios between 90.01% and 95.00%.

          No primary mortgage guaranty insurance policy will be required with respect to any mortgage loan

• after the date on which the related loan-to-value ratio is 80% or less or, based on a new appraisal, the Stated Principal Balance of the mortgage loan represents 80% or less of the new appraised value, or

• if maintaining the primary mortgage guaranty insurance policy is prohibited by applicable law.

          The loan-to-value ratio of a mortgage loan at any given time is a fraction, expressed as a percentage, the numerator of which is the Stated Principal Balance of the related mortgage loan at the date of determination and the denominator of which is

•	in the case of a purchase, the lesser of the selling price of the mortgaged property or its appraised value at the time of sale, or
•	in the case of a refinancing, the appraised value of the mortgaged property at the time of refinancing, except in the case of a mortgage loan underwritten pursuant to First Horizon’s Streamlined Documentation Program as described in the prospectus under “Loan Program — Underwriting Standards.”
For mortgage loans originated pursuant to First Horizon’s Streamlined Documentation Program
•	if the loan-to-value ratio at the time of the origination of the mortgage loan being refinanced was 90% or less, the loan-to-value ratio will be the ratio of the principal amount of the mortgage loan outstanding at the date of determination divided by the appraised value of the related mortgaged property at the time of the origination of the mortgage loan being refinanced, or
•	if the loan-to-value ratio at the time of the origination of the mortgage loan being refinanced was greater than 90%, then the loan-to-value ratio will be the ratio of the principal amount of the mortgage loan outstanding at the date of determination divided by the appraised value as determined by a limited appraisal report at the time of the origination of the mortgage loan.

          See “—Underwriting Criteria for the Mortgage Loans,” “Loan Program — Underwriting Standards — General Standards for First-Lien Mortgage Loans” and “— Guide Standards” in the prospectus.

          No assurance can be given that the value of any mortgaged property has remained or will remain at the level that existed on the appraisal or sales date. If residential real estate values generally or in a particular geographic area decline, the loan-to-value ratios might not be a reliable indicator of the rates of delinquencies, foreclosures and losses that could occur with respect to the affected mortgage loans.

          Annexes I, II and III attached hereto, set forth in tabular format certain information, as of the cut-off date, as to the mortgage loans in each of the mortgage pools and in the aggregate. Other than with respect to rates of interest, percentages (approximate) are reported by aggregate Stated Principal Balance of the related mortgage loans as of the cut-off date and have been rounded in order to total 100%.

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Underwriting Criteria for the Mortgage Loans

          All of the mortgage loans have been originated generally in accordance with the following underwriting guidelines (hereafter referred to as the “First Horizon Underwriting Guidelines”). This summary does not purport to be a complete description of the First Horizon Underwriting Guidelines. For additional information regarding the First Horizon Underwriting Guidelines, see “Loan Program — Underwriting Standards — General Standards for First-Lien Mortgage Loans” and “— Guide Standards” in the prospectus.

          The First Horizon Underwriting Guidelines are applied to evaluate the prospective borrower’s credit standing and repayment ability and the value and adequacy of the mortgaged property as collateral. These standards are applied in accordance with the applicable federal and state laws and regulations. Exceptions to the First Horizon Underwriting Guidelines are permitted where compensating factors are present.

          Generally, each mortgagor will have been required to complete an application designed to provide to First Horizon pertinent credit information concerning the mortgagor. The mortgagor will have given information with respect to its assets, liabilities, income (except as described below), credit history, employment history and personal information, and will have furnished First Horizon with authorization to obtain a credit report which summarizes the mortgagor’s credit history. In the case of investment properties and two- to four-unit dwellings, income derived from the mortgaged property may have been considered for underwriting purposes, in addition to the income of the mortgagor from other sources. With respect to second homes or vacation properties, no income derived from the property will have been considered for underwriting purposes.

          Loan-to-Value Requirements. With respect to purchase money or rate/term refinance loans secured by single family residences, loan-to-value ratios at origination of up to 95% for mortgage loans secured by single family, primary residences with original principal balances of up to $650,000. Mortgage loans with principal balances up to $4,000,000 (“super jumbos”) are allowed if the loan is secured by the borrower’s primary residence. The loan-to-value ratio for super jumbos generally may not exceed 70%. For cash out refinance loans, the maximum loan-to-value ratio generally is 95% and the maximum “cash out” amount permitted is based in part on the original amount of the related mortgage loan.

          Generally, each mortgage loan originated by First Horizon with a loan-to-value ratio at origination exceeding 80% has a primary mortgage insurance policy insuring a portion of the balance of the mortgage loan at least equal to the product of the original principal balance of the mortgage loan and a fraction, the numerator of which is the excess of the original principal balance of such mortgage loan over 75% of the lesser of the appraised value and the selling price of the related mortgaged property and the denominator of which is the original principal balance of the related mortgage loan plus accrued interest thereon. All of the insurers that have issued primary mortgage insurance policies with respect to the mortgage loans originated by First Horizon meet Fannie Mae’s or Freddie Mac’s standard or are acceptable to the Rating Agencies. No such primary mortgage insurance policy will be required with respect to any such mortgage loan if

          •          after the date on which the related loan-to-value ratio decreases to 80% or less, or, based upon a new appraisal, the principal balance of such mortgage loan represents 80% or less of the new appraised value, or

          •          maintaining the primary mortgage guaranty insurance policy is prohibited by applicable law.

          In the case of a refinancing of a mortgage loan originated pursuant to a limited documentation program such as First Horizon’s Streamlined Documentation Program,

          •          if the loan-to-value ratio at the time of the origination of the mortgage loan being refinanced was 90% or less, the loan-to-value ratio will be the ratio of the principal amount of the mortgage loan outstanding at the date of determination divided by the appraised value of the related mortgaged property at the time of the origination of the mortgage loan being refinanced, or

          •          if the loan-to-value ratio at the time of the origination of the mortgage loan being refinanced was greater than 90%, then the loan-to-value ratio will be the ratio of the principal amount of the mortgage loan

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outstanding at the date of determination divided by the appraised value as determined by a limited appraisal report at the time of the origination of the mortgage loan.

          In determining whether a prospective borrower has sufficient monthly income available (i) to meet the borrower’s monthly obligation on their proposed mortgage loan and (ii) to meet the monthly housing expenses and other financial obligation on the proposed mortgage loan, First Horizon generally considers, when required by the applicable documentation program, the ratio of such amounts to the proposed borrower’s acceptable stable monthly gross income. Such ratios vary depending on a number of underwriting criteria, including loan-to-value ratios, and are determined on a loan-by-loan basis.

          Credit Criteria. First Horizon also examines a prospective borrower’s credit report. Generally, each credit report provides a credit score for the borrower. Credit scores generally range from 350 to 840 and are available from three major credit bureaus: Experian (formerly TRW Information Systems and Services), Equifax and Trans Union. Credit scores are empirically derived from historical credit bureau data and represent a numerical weighing of a borrower’s credit characteristics over a two-year period. A credit score is generated through the statistical analysis of a number of credit-related characteristics or variables. Common characteristics include the number of credit lines (trade lines), payment history, past delinquencies, severity of delinquencies, current levels of indebtedness, types of credit and length of credit history. Attributes are the specific values of each characteristic. A scorecard (the model) is created with weights or points assigned to each attribute. An individual loan applicant’s credit score is derived by summing together the attribute weights for that applicant.

          Asset, Income and Employment Documentation. The mortgage loans originated by First Horizon have been underwritten under one of the following documentation programs: the “Full/Alternative Documentation Program,” the “Stated Income Documentation Program,” the “No Ratio Documentation Program,” and the “No Income/No Asset/No Employment Documentation Program.”

          Under the Full/Alternative Documentation Program, the prospective borrower’s employment, income and assets are verified through written and telephonic communications.

          Under the Stated Income Documentation Program, more emphasis is placed on the value and adequacy of the mortgaged property as collateral, credit history and other assets of the borrower than on a verified income of the borrower. Although the borrower’s income is not verified, First Horizon obtains a telephonic verification of the borrower’s employment without reference to income and also determines the reasonableness of the stated income. The borrower’s assets are verified.

          Under the No Ratio Documentation Program, the borrower’s income is not stated and no ratios are calculated. Although the income is not stated nor verified, First Horizon obtains a telephonic verification of the borrower’s employment without reference to income. First Horizon also applies criteria to determine the borrower’s capacity to repay. The borrower’s assets are verified.

          Under the No Income/No Asset/No Employment Documentation Program, the borrower’s income and assets are stated but not verified. The underwriting of such mortgage loans may be based entirely on the adequacy of the mortgaged property as collateral and on the credit history of the borrower. First Horizon also applies criteria to determine the borrower’s capacity to repay.

          Appraisal Requirements. Each mortgaged property has been appraised by a qualified independent appraiser who is state licensed or certified. All appraisals are required to conform to the Uniform Standards of Professional Appraisal Practice adopted by the Appraisal Qualifications Board of the Appraisal Foundation. Each appraisal must meet the requirements of Fannie Mae and/or Freddie Mac. The requirements of Fannie Mae and Freddie Mac usually require, among other things, that the appraiser, or its agent on its behalf, personally inspect the property inside and out, verify whether the property was in good condition and verify that construction, if new, had been substantially completed. The appraisal generally will have been based on prices obtained on recent sales of comparable properties, determined in accordance with Fannie Mae and Freddie Mac guidelines. In certain cases an analysis based on income generated from the property or a replacement cost analysis based on the current cost of constructing or purchasing a similar property may be used.

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Static Pool Information

          Static pool information with respect to the sponsor’s prior securitized pools involving mortgage loans similar to the mortgage loans expected to be included in the mortgage pools, presented by prior securitized pool, is available online at www.assetreporting.firsthorizon.com. Information available at this web address is deemed to be part of this prospectus supplement, except to the extent described below.

          Without charge or registration, by clicking on the link titled “Alt-A Fixed” investors can view on this website the following information:

• delinquency, cumulative loss and prepayment information for the five years preceding the date of first use of this prospectus supplement regarding the sponsor’s prior securitized pools of mortgage loans similar to the mortgage loans expected to be included in the mortgage pools; and

• summary information of the original characteristics of each prior securitized pool of mortgage loans similar to the mortgage loans expected to be included in the mortgage pools, including, among other things (in each case by pool): the number of securitized loans or of originated or purchased loans; the original pool balance for each securitized pool or the total original balance of the originated or purchased loans; the weighted average interest rate; the weighted average original term to maturity; the weighted average remaining term to maturity; the product type(s); and the weighted average loan-to-value ratio.

          In the event any changes or updates are made to the information available on the sponsor’s website, the sponsor will provide a copy of the original information upon request to any person who writes or calls the sponsor at 4000 Horizon Way, Irving, Texas 75063; Attention: Alfred Chang, telephone number (800) 489-2111.

          The static pool information available on the sponsor’s website relating to any of the sponsor’s prior securitized pools issued prior to January 1, 2006 is not deemed part of this prospectus supplement, the accompanying prospectus or of the depositor’s registration statement.

          Static pool information regarding the sponsor’s prior securitized pools will remain available on the sponsor’s web site for at least five years following commencement of the offering contemplated by this prospectus supplement.

          Static pool performance may have been affected by various factors relating to the underlying borrower’s personal circumstances, including, but not limited to, unemployment or change in employment (or in the case of self-employed mortgagors or mortgagors relying on commission income, fluctuations in income), marital separation and the mortgagor’s equity in the related mortgaged property. In addition, static pool performance may be sensitive to adverse economic conditions, either nationally or regionally, may exhibit seasonal variations and may be influenced by the level of housing prices, the level of interest rates and changes in mortgage loan product features. In addition, changes over time in servicing practices or variations in mortgage loan underwriting guidelines or the application of such guidelines may affect the static pool data. See “The Mortgage Pools –Underwriting Criteria for the Mortgage Loans” in this prospectus supplement and “Loan Program – Underwriting Standards – General Standards for First-Lien Mortgage Loans” and “– Guide Standards” in the prospectus. Regional economic conditions (including declining real estate values) may particularly affect delinquency and cumulative loss experience on mortgage loans to the extent that mortgaged properties are concentrated in certain geographic areas. The historical pool performance information contained in the static pool reports may be attributable to factors such as those described above, although there can be no assurance as to whether this information is the result of any particular factor or a combination of factors. Due to all of these factors, the sponsor’s static pool performance data may not be indicative of the future performance of the mortgage loans expected to be included in the mortgage pools.

Additional Information

          The description in this prospectus supplement of the mortgage pools, the mortgage loans and the mortgaged properties is based upon the mortgage pools as constituted at the close of business on the cut-off date, as adjusted for

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scheduled payments due on or before that date. Within 15 days after the closing date, the depositor will file (or cause to be filed) a Current Report on Form 8-K with the Securities and Exchange Commission which will include as exhibits copies of the mortgage loan purchase agreement(s), pooling and servicing agreement and, if applicable, certain other transaction documents. If any mortgage loans are removed from or added to the trust fund, such removal or addition, to the extent material, will be noted in the depositor’s Current Report on Form 8-K.

          Pursuant to the Pooling and Servicing Agreement, the Trustee will, based upon information received from the master servicer, prepare monthly statements to certificateholders containing the information described under “Reports to Securityholders” in the prospectus. The Trustee may make available each month, to any interested party, the monthly statement to certificateholders via the Trustee’s website. The Trustee’s website will initially be located at www.bnyinvestorreporting.com and assistance in using the website can be obtained by calling the Trustee’s customer service department at 1 (800) 254-2826. The trustee will have the right to change the way such reports are distributed in order to make such payments more convenient and/or more accessible, and the trustee will provide notification to the certificateholders regarding any such changes.

THE TRANSACTION AGREEMENTS

The Mortgage Loan Purchase Agreement

          On the closing date, the depositor will purchase all the mortgage loans in each mortgage pool from the seller pursuant to a mortgage loan purchase agreement (the “MLPA”) between First Horizon, as seller, and the depositor, as purchaser. Simultaneously with the depositor’s purchase of the mortgage loans, the seller will transfer the servicing rights for the mortgage loans to First Tennessee Mortgage Services, Inc. (“FTMSI”) pursuant to a servicing rights transfer and subservicing agreement (the “Servicing Rights Transfer and Subservicing Agreement”) between the seller, as transferor, and FTMSI, as transferee. FTMSI will agree to service the mortgage loans for the depositor and its assigns pursuant to a servicing agreement (the “Servicing Agreement”) between the depositor, as owner, and FTMSI, as servicer. In addition, the seller will agree to subservice the mortgage loans for FTMSI pursuant to the Servicing Rights Transfer and Subservicing Agreement. The seller will have directly originated or acquired the mortgage loans from various unaffiliated third parties. All the mortgage loans were underwritten substantially in accordance with the seller’s underwriting standards. See “Loan Program — Underwriting Standards” in the prospectus. The depositor will sell and assign the mortgage loans to the trustee for the benefit of the certificateholders pursuant to a pooling and servicing agreement among the depositor, First Horizon, as master servicer, and The Bank of New York, as trustee. First Tennessee Bank National Association (“FTBNA”), an affiliate of the depositor and the master servicer, will act as custodian of the mortgage files for the mortgage loans pursuant to the terms of a custodial agreement by and between the trustee, First Horizon, as servicer and FTBNA. See “— The Custodial Agreement” in this prospectus supplement.

          Under the MLPA, the seller will make certain representations, warranties and covenants to the depositor, including, among others, the following with respect to the mortgage loans, or each mortgage loan, as the case may be:

• The information set forth on Schedule A to the MLPA, with respect to each mortgage loan is true and correct in all material respects as of the closing date.

• Each mortgage is a valid and enforceable first lien on the mortgaged property subject only to (a) the lien of non-delinquent current real property taxes and assessments and liens or interests arising under or as a result of any federal, state or local law, regulation or ordinance relating to hazardous wastes or hazardous substances and, if the related mortgaged property is a unit in a condominium project or planned unit development, any lien for common charges permitted by statute or homeowner association fees, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such mortgage, such exceptions appearing of record being generally acceptable to mortgage lending institutions in the area wherein the related mortgaged property is located or specifically reflected in the appraisal made in connection with the origination of the related mortgage loan, and (c) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such mortgage.

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• Immediately prior to the assignment of the mortgage loans to the depositor, the seller had good title to, and was the sole owner of, each mortgage loan free and clear of any pledge, lien, encumbrance or security interest and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign the same pursuant to the MLPA.

• As of the date of origination of each mortgage loan, there was no delinquent tax or assessment lien against the related mortgaged property.

• There is no valid offset, defense or counterclaim to any mortgage note or mortgage, including the obligation of the mortgagor to pay the unpaid principal of or interest on such mortgage note.

• There are no mechanics’ liens or claims for work, labor or material affecting any mortgaged property which are or may be a lien prior to, or equal with, the lien of such mortgage, except those which are insured against by the title insurance policy referred to below.

• To the best of the seller’s knowledge, no mortgaged property has been materially damaged by water, fire, earthquake, windstorm, flood, tornado or similar casualty (excluding casualty from the presence of hazardous wastes or hazardous substances, as to which the seller makes no representation) so as to affect adversely the value of the related mortgaged property as security for such mortgage loan.

• Each mortgage loan at origination complied in all material respects with applicable local, state and federal laws, including, without limitation, usury, equal credit opportunity, real estate settlement procedures, truth-in-lending and disclosure laws and specifically applicable predatory and abusive lending laws, or any noncompliance does not have a material adverse effect on the value of the related mortgage loan.

• No mortgage loan is a “high cost loan” as defined by the specific applicable predatory and abusive lending laws.

• Except as reflected in a written document contained in the related mortgage file, the seller has not modified the mortgage in any material respect; satisfied, cancelled or subordinated such mortgage in whole or in part; released the related mortgaged property in whole or in part from the lien of such mortgage; or executed any instrument of release, cancellation, modification or satisfaction with respect thereto.

• A lender’s policy of title insurance together with a condominium endorsement and extended coverage endorsement, if applicable, in an amount at least equal to the cut-off date principal balance of each such mortgage loan or a commitment (binder) to issue the same was effective on the date of the origination of each mortgage loan, each such policy is valid and remains in full force and effect, or, in lieu thereof, an alternative title insurance product.

• To the best of the seller’s knowledge, all of the improvements which were included for the purpose of determining the appraised value of the mortgaged property lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the mortgaged property, unless such failure to be wholly within such boundaries and restriction lines or such encroachment, as the case may be, does not have a material effect on the value of such mortgaged property.

• To the best of the seller’s knowledge, as of the date of origination of each mortgage loan, no improvement located on or being part of the mortgaged property is in violation of any applicable zoning law or regulation unless such violation would not have a material adverse effect on the value of the related mortgaged property. To the best of the seller’s knowledge, 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

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	limited to certificates of occupancy and fire underwriting certificates, have been made or obtained from the appropriate authorities, unless the lack thereof would not have a material adverse effect on the value of such mortgaged property.
•	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 and under applicable law.
•	The proceeds of the mortgage loans have been fully disbursed and there is no requirement for future advances thereunder.
•	The related mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the mortgaged property of the benefits of the security, including, (i) in the case of a mortgage designated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure.
•	With respect to each mortgage constituting 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 such mortgage, and no fees or expenses are or will become payable by the holder of the mortgage to the trustee under the deed of trust, except in connection with a trustee’s sale after default by the mortgagor.
•	As of the closing date, the improvements upon each mortgaged property are covered by a valid and existing hazard insurance policy with a generally acceptable carrier that provides for fire and extended coverage and coverage for such other hazards as are customarily required by institutional single family mortgage lenders in the area where the mortgaged property is located, and the seller has received no notice that any premiums due and payable thereon have not been paid; the mortgage obligates the mortgagor thereunder to maintain all such insurance including flood insurance at the mortgagor’s cost and expense.
•	If at the time of origination of each mortgage loan, the related mortgaged property was in an area then identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, a flood insurance policy in a form meeting the then-current requirements of the Flood Insurance Administration is in effect with respect to such mortgaged property with a generally acceptable carrier.
•	To the best of the seller’s knowledge, there is no proceeding pending or threatened for the total or partial condemnation of any mortgaged property, nor is such a proceeding currently occurring.
•	To best of the seller’s knowledge, there is no material event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material non-monetary default, breach, violation or event of acceleration under the mortgage or the related mortgage note; and the seller has not waived any material non-monetary default, breach, violation or event of acceleration.
•	Any leasehold estate securing a mortgage loan has a stated term at least as long as the term of the related mortgage loan.
•	Each mortgage loan was selected from among the outstanding adjustable-rate one- to four-family mortgage loans in the seller’s portfolio at the closing date as to which the representations and warranties made with respect to the mortgage loans set forth in the MLPA can be made. No such selection was made in a manner intended to adversely affect the interests of the certificateholders.
•	The mortgage loans provide for the full amortization of the amount financed over a series of monthly payments.

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• Each mortgage loan constitutes a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code.

          Subject to the limitations described under “— The Pooling and Servicing Agreement — Delivery Requirements,” the seller will be obligated to repurchase or substitute a similar mortgage loan for any mortgage loan as to which there exists deficient documentation or as to which there has been an uncured breach of any representation or warranty relating to the characteristics of the mortgage loans that materially and adversely affects the interests of the certificateholders in the mortgage loan. Under the pooling and servicing agreement, the depositor will assign all its interest in the seller’s representations, warranties and covenants under the MLPA, including the seller’s repurchase obligation, to the trustee for the benefit of the certificateholders. The depositor will make no representations or warranties with respect to the mortgage loans and will have no obligation to repurchase or substitute for mortgage loans with deficient documentation or which are otherwise defective. The seller is selling the mortgage loans to the depositor without recourse and the depositor is selling the mortgage loans to the trustee for the benefit of the certificateholders without recourse. Neither the depositor nor the seller will have any obligation with respect to the certificates in its capacity as a mortgage loan seller other than the repurchase and substitution obligations described above. The obligations of the master servicer with respect to the certificates are limited to the master servicer’s contractual servicing obligations under the pooling and servicing agreement. The obligations of FTBNA with respect to the mortgage loans are limited to FTBNA’s contractual obligations as custodian of the related mortgage files under the custodial agreement.

The Servicing Rights Transfer and Subservicing Agreement

          Pursuant to the Servicing Rights Transfer and Subservicing Agreement, First Horizon will transfer the servicing rights for the mortgage loans to FTMSI on the closing date and will agree to subservice the mortgage loans for FTMSI. Pursuant to the Servicing Agreement between the depositor, or its assigns, and FTMSI, FTMSI will service the mortgage loans. In addition, pursuant to the Servicing Rights Transfer and Subservicing Agreement, First Horizon will agree to subservice the mortgage loans for FTMSI in accordance with the terms set forth in the pooling and servicing agreement. In the event of a conflict between the terms of the Servicing Rights Transfer and Subservicing Agreement and the pooling and servicing agreement, the pooling and servicing agreement provisions will prevail. See “The Agreements” in the prospectus. The master servicer may perform any of its obligations under the pooling and servicing agreement through one or more subservicers. Notwithstanding any subservicing arrangement, the master servicer will remain liable for its servicing duties and obligations under the pooling and servicing agreement as if the master servicer alone were servicing the mortgage loans.

The Pooling and Servicing Agreement

          General. Pursuant to the pooling and servicing agreement and on the closing date, the depositor will sell, without recourse, all of its right, title and interest in the mortgage loans and the other assets included in the trust fund, including all principal and interest due and received on the mortgage loans after the cut-off date, to the trustee in trust for the benefit of the certificateholders.

          Delivery Requirements. In connection with the sale, the depositor will deliver or cause to be delivered to FTBNA, as a custodian for the trustee, the mortgage file for each mortgage loan, which contains, among other things,

• the original mortgage note, including any modifications or amendments, endorsed in blank without recourse, except that the depositor may deliver or cause to be delivered a lost note affidavit in lieu of any original mortgage note that has been lost,

• the original mortgage creating a first lien on the related mortgaged property with evidence of recording,

• an assignment in recordable form of the mortgage,

• the title policy with respect to the related mortgaged property, if available, provided that the title policy will be delivered as soon as it becomes available, and if the title policy is not available, and

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to the extent required in connection with the rating of the certificates, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the mortgaged property, or in lieu of a title policy, provided the applicable mortgage loan meets required criteria, an alternative title insurance product (“alternative title product”), and

•

if applicable, all recorded intervening assignments of the mortgage and any riders or modifications to the mortgage note and mortgage,

except for any documents not returned from the public recording office or an original or certified copy of the applicable title policy, to the extent unavailable, unless an alternative title product is used, each of which will be delivered to the custodian as soon as the same is available to the depositor.

          With respect to up to 25% of the mortgage loans, the depositor may deliver all or a portion of each related mortgage file to the custodian not later than thirty days after the closing date. Assignments of the mortgage loans to the trustee or its nominee will be recorded in the appropriate public office for real property records in each state where recording is required in order to protect the trustee’s interests in the mortgage loan against the claim of any subsequent transferee or any successor to or creditor of the depositor or the seller.

          The custodian will review each mortgage file within 90 days of the closing date, or promptly after the custodian’s receipt of any document permitted to be delivered after the closing date, and if any document in a mortgage file is found to be missing or materially defective and the seller does not cure the defect within 90 days after receiving notice of the defect from the custodian, or within such longer period not to exceed 720 days after the closing date as provided in the pooling and servicing agreement (in the case of missing documents not returned from the public recording office or in the case of the original or certified copy of the applicable title policy, unless an alternative title product is used), the seller will be obligated to repurchase the affected mortgage loan from the trust fund. Rather than repurchase the mortgage loan as provided above, the seller may, at its option, remove the affected mortgage loan (referred to as a deleted mortgage loan) from the corresponding mortgage pool and substitute in its place another mortgage loan (referred to as a replacement mortgage loan); however, a substitution will only be permitted within two years of the closing date and may not be made unless an opinion of counsel is provided to the trustee to the effect that the substitution will not disqualify any REMIC or result in a prohibited transaction tax under the Code.

          On the date of substitution, any replacement mortgage loan will

• have a principal balance, after deduction of all scheduled payments due in the month of substitution, not in excess of, and not more than 10% less than, the principal balance of the deleted mortgage loan, provided that the seller will deposit a Substitution Adjustment Amount into the Certificate Account for distribution to the certificateholders of the related certificate group on the related distribution date,

• have a Net Mortgage Rate not lower than the Net Mortgage Rate of the deleted mortgage loan; provided that the master servicing fee for the replacement mortgage loan shall be the same as that of the deleted mortgage loan,

• have a maximum mortgage rate not more than one percentage point per annum higher or lower than the maximum mortgage rate of the deleted mortgage loan,

• have a minimum mortgage rate specified in its related mortgage note not more than one percentage point per annum higher or lower than the minimum mortgage rate of the deleted mortgage loan,

• have the same Mortgage Index, reset period and periodic rate cap as the deleted mortgage loan and a gross margin not more than one percentage point per annum higher or lower than that of the deleted mortgage loan,

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• have a mortgage rate not lower than, and not more than one percentage point per annum higher than, that of the deleted mortgage loan,

• have a loan-to-value ratio not higher than that of the deleted mortgage loan,

• have a remaining term to maturity not greater than, and not more than one year less than, the remaining term to maturity of the deleted mortgage loan, and

• comply with all the representations and warranties set forth in the MLPA as of the date of substitution.

This cure, repurchase or substitution obligation of the seller constitutes the sole remedy available to certificateholders or the trustee for omission of, or a material defect in, a mortgage loan document.

          Notwithstanding the foregoing, in lieu of delivering a duly executed assignment of the mortgage to the custodian and the original recorded assignment or assignments of the mortgage together with all interim recorded assignments of such mortgage, above, the depositor may at its discretion provide the custodian with evidence that the related mortgage is held through the MERS® System. In addition, the mortgage for some or all the mortgage loans in the trust fund that are not already held through the MERS® System may, at the discretion of the master servicer, in the future be held through the MERS® System. For any mortgage held through the MERS® System, the mortgage is recorded in the name of Mortgage Electronic Registration Systems, Inc., or MERS, as nominee for the owner of the mortgage loan, and subsequent assignments of the mortgage were, or in the future may be, at the discretion of the master servicer, registered electronically through the MERS® System. For each of these mortgage loans, MERS serves as mortgagee of record on the mortgage solely as a nominee in an administrative capacity on behalf of the trustee, and does not have any interest in the mortgage loan.

          Servicing and Administrative Responsibilities. First Horizon will act as master servicer and will service all of the mortgage loans. See “Transaction Overview — Parties — The Sponsor and Master Servicer” in this prospectus supplement. The Bank of New York will be the trustee under the pooling and servicing agreement. See “Transaction Overview — The Trustee” in this prospectus supplement. First Tennessee Bank National Association will be the custodian under the pooling and servicing agreement. See “Transaction Overview — The Transaction Parties — The Custodian” in this prospectus supplement.

          The master servicer, trustee and custodian will have the following responsibilities under the pooling and servicing agreement and the custodial agreement (in the case of the custodian) with respect to the trust fund:

Party	Responsibilities
Master Servicer	Performing the master servicing functions in accordance with the
	pooling and servicing agreement, including but not limited to:

• establishing and maintaining a Certificate Account consisting of a separate subaccount relating to each mortgage pool in accordance with the pooling and servicing agreement;

• collecting monthly remittances of principal and interest on the Mortgage Loans from the related borrowers, depositing such amounts in the Certificate Account and delivering all amounts on deposit in the Certificate Account to the trustee for deposit in the Distribution Account on the business day immediately preceding the related distribution date;

• advancing or causing to be advanced such funds as necessary for the purpose of effecting the payment of

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		taxes and assessments on the mortgaged properties;
	•	making Advances with respect to delinquent payments of principal and interest on the Mortgage Loans;
	•	providing monthly loan-level reports to the trustee;
	•	maintaining certain insurance policies relating to the mortgage loans;
	•	arranging for the subservicing of any mortgage loan and monitoring such subservicer’s performance, and enforcing each subservicer’s obligations under the pooling and servicing agreement; and
	•	enforcing foreclosure proceedings with respect to the mortgaged properties.
Trustee	•	Performing the trustee functions in accordance with the provisions of the pooling and servicing agreement, including but not limited to:
	•	establishing and maintaining the Distribution Account;
	•	receiving monthly remittances from the master servicer for deposit in the Distribution Account and distributing all amounts on deposit in the Distribution Account to the certificateholders in accordance with the priorities set forth under “Description of the Certificates — Distributions on the Certificates” in this prospectus supplement;
	•	maintaining a certificate register for the trust fund in which the trustee provides for the registration of the Certificates and of transfers and exchanges of the Certificates;
	•	examining all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the trustee that are specifically required to be furnished pursuant to any provision of the pooling and servicing agreement to determine whether they are in the form required by the pooling and servicing agreement;
	•	executing and delivering to DTC (as defined below) the Issuer Letter of Representations dated as of the closing date on behalf of the trust created by the pooling and servicing agreement;
	•	filing on behalf of the depositor all periodic reports required under the Securities Exchange Act of 1934 relating to the Certificates;
	•	exercising and enforcing its remedies upon an Event of Default by the master servicer under the pooling and servicing agreement; and

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		•	in the event that the master servicer shall for any reason no longer be the master servicer and another successor master servicer has not been appointed, assuming all the rights and obligations of the master servicer under the pooling and servicing agreement until such time as another master servicer is appointed.
Custodian	Performing the custodial functions in accordance with the provisions of the pooling and servicing agreement and the custodial agreement, including but not limited to:
		•	holding and maintaining the mortgage loan documents related to the mortgage loans in accordance with customary standards on behalf of the trustee;
		•	acting exclusively as the bailee for hire and agent of, and custodian for the trustee; and
		•	executing and delivering an initial certification, a delay delivery certification and subsequent certificate.

          Accounts. All amounts in respect of principal and interest received from the borrowers or other recoveries in respect of the Mortgage Loans will, at all times before distribution thereof to the certificateholders, be in either the Certificate Account or the Distribution Account, which are accounts established in the name of the Trustee. The Certificate Account will be created and maintained by the master servicer, while the Distribution Account will be created and maintained by the trustee. Funds on deposit in the Certificate Account may be invested by the party responsible for such account in certain eligible investments described in the pooling and servicing agreement. All income and gain net of any losses realized from such investment of funds on deposit in the Certificate Account will be for the benefit of the Master Servicer as servicing compensation and will not be available for distributions to the certificateholders. The amount of any losses incurred with respect to any such investment will be deposited into the Certificate Account by the master servicer. Funds on deposit in the Certificate Account may be invested by the party responsible for such account in certain eligible investments described in the pooling and servicing agreement.

          Collection Procedures; Waiver or Modification of Mortgage Loan Terms. The master servicer will be prohibited from making any material modification to the terms of a mortgage loan unless the mortgage loan is in default. For a description of the collection procedures the master servicer may use with respect to the mortgage loans, see “Transaction Overview — The Transaction Parties — The Sponsor, Seller and Master Servicer — Collection/Default Procedures” in this prospectus supplement.

          Fees and Expenses. The following summarizes the related fees and expenses to be paid from the assets of the issuing entity and the source of payments for the fees and expenses:

Type/Receipt (1)	Amount	General Purpose	Source (2)	Frequency
Fees
Master Servicing Fee/ Master Servicer	The product of (i) the Servicing Fee Rate divided by 12 and (ii) the Pool Balance as of the first day of the Due Period preceding the payment date (or as of the close of business on the cut-off date for the first payment date). (3)(4)	Compensation	Interest collected with respect to each mortgage loan, any related liquidation proceeds allocable to accrued and unpaid interest.	Monthly

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Additional Servicing Compensation / Master Servicer	All late payment fees and other similar charges.	Compensation	Payments made by obligors with respect to the mortgage loans.	From time to time
	All investment income earned on amounts on deposit in the collection account, payment account and Additional Loan Account.	Compensation	Investment income related to the collection account.	Monthly
Trustee Fee	The product of (i) the Trustee Fee Rate divided by 12 and (ii) the Pool Balance as of the first day of the Due Period preceding the payment date (or as of the close of business on the cut-off date for the first payment date). (5)	Compensation	The master servicer pays the Trustee Fee to the trustee out of the Master Servicer Fee.	Monthly
Liquidation Expenses/ Master Servicer	Out-of-pocket expenses incurred by the master servicer in connection with the liquidation of any mortgage loan and not recovered under any insurance policy.	Reimbursement of Expenses	Interest Collections.
Expenses	The amount of any Optional Servicing Advances.	Reimbursement of Expenses	First from liquidation proceeds and second from the distribution account after allocation of payments to the notes.	Time to time
Reimbursement/ Master Servicer	Reasonable legal expenses and costs of the master servicer in connection with any action with respect to the sale and servicing agreement and the interests of the Notes.	Reimbursement of Expenses	From the distribution account after allocation of payments to the notes.	From time to time
Indemnification expenses / Master Servicer	Any loss, liability, or expense incurred in connection with any legal action relating to the sale and servicing agreement or the notes.	Indemnification	From funds available from the mortgage pool.	From time to time

(1)	If the trustee succeeds to the position of master servicer, it will be entitled to receive the same fees and expenses of the master servicer described in this prospectus supplement and to compensation with respect to its expenses in connection with conversion of certain information, documents, and record keeping in connection with the transfer of the master servicing.
(2)	Unless otherwise specified, the fees and expenses shown in this table are paid (or retained by the master servicer in the case of amounts owed to the master servicer) prior to payments on the notes.
(3)	The “Master Servicing Fee Rate” for each mortgage loan will equal 0.375% per annum.
(4)	The “Servicing Fee Rate” for each mortgage loan will equal approximately 0.369% per annum.
(5)	The “Trustee Fee Rate” for each mortgage loan will equal 0.006% per annum.

               The custodian will not receive any compensation from the trust fund with respect to its duties on behalf of the trust fund. None of the fees set forth in the table above may be increased without an amendment of the pooling and servicing agreement as described under “The Agreements – Amendment” in the prospectus.

               Additional Master Servicing Compensation. In addition to the master servicing compensation described above, First Horizon, in its individual capacity, will be entitled to receive excess interest with respect to the

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mortgage loans on each distribution date in an amount equal to the product of (i) the excess of the mortgage rate thereof over 6.375% per annum, in the case of the mortgage loans in Pool I, or 5.875% per annum, in the case of the mortgage loans in Pool II, and (ii) the Stated Principal Balance thereof.

          Adjustment to Master Servicing Fee in Connection with Principal Prepayments. When a borrower prepays a mortgage loan between due dates, the borrower is required to pay interest on the amount prepaid only to the date of prepayment and not thereafter. Except for the month of the cut-off date, principal prepayments by borrowers received by the master servicer from the first day through the fifteenth day of a calendar month will be distributed to certificateholders of the related certificate group on the distribution date in the same month in which the prepayments are received and, accordingly, no shortfall in the amount of interest to be distributed to certificateholders with respect to the prepaid mortgage loans results. Conversely, principal prepayments by borrowers received by the master servicer from the sixteenth day or, in the case of the first distribution date, from the cut-off date through the last day of a calendar month, will be distributed to certificateholders of the related certificate group on the distribution date in the month after the month of receipt and, accordingly, a shortfall in the amount of interest to be distributed to certificateholders with respect to the prepaid mortgage loans would result. Pursuant to the pooling and servicing agreement, the master servicing fee for any month will be reduced, but not by more than 0.0083% of the Pool Principal Balance of the corresponding mortgage pool as of the related determination date, by an amount sufficient to pass through to certificateholders of the related certificate group the full amount of interest to which they would be entitled in respect of each mortgage loan prepaid on the related distribution date. If shortfalls in interest as a result of prepayments during the period from the sixteenth day of the month prior to a distribution date through the last day of such month exceed an amount equal to 0.0083% of the Pool Principal Balance of the corresponding mortgage pool as of the related determination date, the amount of interest available to be distributed to certificateholders of the related certificate group will be reduced by the amount of the excess. See “Description of the Certificates — Distributions on the Certificates — Interest” in this prospectus supplement.

          Advances. Subject to the following limitations, the master servicer will be required to advance before each distribution date, from its own funds or funds in the Certificate Account that do not constitute Available Funds for the distribution date, an amount equal to the aggregate of payments of principal and interest on the mortgage loans (net of the master servicing fee with respect to the related mortgage loans) which were due on the related due date and which were delinquent on the related determination date, together with an amount equivalent to interest on each mortgage loan as to which the related mortgaged property has been acquired by the trust fund through foreclosure or deed-in-lieu of foreclosure. The determination date will be the third business day after the 15th day of each month; provided that the determination date in each month will always be at least two business days before the related distribution date.

          Advances are intended to maintain a regular flow of scheduled interest and principal payments on the certificates rather than to guarantee or insure against losses. The master servicer is obligated to make advances with respect to delinquent payments of principal of or interest on each mortgage loan to the extent that advances are, in its reasonable judgment, recoverable from future payments and collections or insurance payments or proceeds of liquidation of the related mortgage loan. If the master servicer determines on any determination date to make an advance, the advance will be included with the distribution to certificateholders of the related certificate group on the related distribution date. Any failure by the master servicer to make a deposit in the Certificate Account as required under the pooling and servicing agreement, including any failure to make an advance on the related distribution date, will constitute an Event of Default under the pooling and servicing agreement. If the master servicer is terminated as a result of the occurrence of an Event of Default, the trustee or a successor master servicer appointed by the trustee will be obligated to make advances in accordance with the terms of the pooling and servicing agreement.

          Unanticipated Recoveries of Losses on the Mortgage Loans. Holders of certificates that had previously been allocated a Realized Loss in respect of a mortgage loan (which holders may, in the event of a transfer of any such certificate, be different from the holders at the time the Realized Loss was allocated) may receive distributions if the servicer subsequently makes an Unanticipated Recovery in respect of such mortgage loan as a result of events such as an unanticipated insurance settlement, tax refund or mortgagor bankruptcy distribution. In such event, the class certificate balance of each class of certificates to which the Realized Losses were allocated shall be increased, sequentially in the order of payment priority, by the amount of Unanticipated Recoveries, but not by more than the amount of losses previously allocated to reduce such class certificate balances. Holders of any class of certificates

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for which the class certificate balance has been increased by the amount of any Unanticipated Recoveries will not be entitled to any payment in respect of interest on the amount of any such increase for any interest accrual period preceding the distribution date on which such increase occurs. Unanticipated Recoveries, if any, will be distributed on each distribution date pursuant to the Available Funds Allocation. This distribution will be made on the distribution date in the calendar month following receipt of the Unanticipated Recovery. Each of the Class PO Certificates will be allocated a percentage of any Unanticipated Recovery equal to the applicable percentage of the loss previously allocated to it in respect of the related mortgage loans, and the other classes of certificates in the related certificate group that were allocated a portion of such loss will receive a pro rata share of the balance. No certificateholder will be entitled to receive any share of an Unanticipated Recovery following the distribution date on which the principal balance of its certificates has been reduced to zero, including following the termination of the trust.

          Events of Default and Termination. The “events of default” under the pooling and servicing agreement are described under “Events of Default; Rights upon Event of Default” in the prospectus. If any of the events of default described in the pooling and servicing agreement shall occur with respect to the master servicer, other than the failure of the master servicer to remit any advance required to be remitted by the master servicer pursuant to the pooling and servicing agreement, then, and in each and every such case, so long as such event of default shall not have been remedied, the trustee may, or at the direction of the holders of Certificates evidencing not less than 66 2/3% of the voting rights evidenced by the Certificates the trustee shall, by notice in writing to the master servicer (with a copy to each rating agency), terminate all of the rights and obligations of the master servicer under the pooling and servicing agreement and in and to the mortgage loans and the proceeds thereof, other than its rights as a certificateholder under the pooling and servicing agreement. If the master servicer fails to remit any advance required to be remitted by the master servicer pursuant to the pooling and servicing agreement the trustee shall immediately, by notice in writing to the master servicer (with a copy to each rating agency), terminate all of the rights and obligations of the master servicer under the pooling and servicing agreement and in and to the mortgage loans and proceeds thereof, other than its rights as a certificateholder under the pooling and servicing agreement. On and after the receipt by the master servicer of such written notice, all authority and power of the master servicer under the pooling and servicing agreement, whether with respect to the mortgage loans or otherwise, shall terminate.

          Successor Master Servicers. If all of the rights and obligations of the master servicer under the pooling and servicing agreement are terminated as described above and another successor master servicer has not been appointed, the trustee will succeed to all of the responsibilities, duties and liabilities of the master servicer under the pooling and servicing agreement. In the event that the trustee is unwilling or unable so to act, it may appoint, or petition a court of competent jurisdiction for the appointment of, a mortgage loan servicing institution with a net worth of at least $10,000,000 to act as successor to the master servicer under the agreement. See “The Agreements — Events of Default; Rights Upon Default” in the prospectus. In connection with such appointment, the trustee may make such arrangements for the compensation of such successor out of payments on mortgage loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess of the master servicing fee permitted the master servicer in accordance with the pooling and servicing agreement. The trustee and such successor to the master servicer shall take such action, consistent with the pooling and servicing agreement, as shall be necessary to effectuate any such succession. Any successor to the master servicer as master servicer shall give notice to the mortgagors of such change of servicer and shall, during the term of its service as master servicer maintain in force the policy or policies that the master servicer is required to maintain pursuant to the pooling and servicing agreement.

          Limitation on Liabilities and Indemnification of the Master Servicer. The liability of the master servicer under the pooling and servicing agreement is limited to the extent described under “The Agreements – Certain Matters Regarding the Master Servicer and the Depositor” in the prospectus. In addition, the master servicer will be entitled to indemnification from the trust fund to the extent described under “The Agreements – Certain Matters Regarding the Master Servicer and the Depositor” in the prospectus.

          Resignation or Removal of the Master Servicer. The circumstances under which First Horizon may resign or be removed as master servicer under the pooling and servicing agreement are described under “The Agreements – Certain Matters Regarding the Master Servicer and the Depositor” in the prospectus.

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          Duties of the Trustee. The trustee will be required to perform only those duties specifically required of it under the pooling and servicing agreement. As described under “—Servicing and Administrative Responsibilities” above, the trustee will perform certain administrative functions required under the pooling and servicing agreement.

          Upon receipt of the various certificates, statements and opinions required to be furnished to it, the trustee will be required to examine them to determine whether they are in the form required by the pooling and servicing agreement; however, the trustee will not be responsible for the accuracy or content of any certificates, statements or opinions furnished to it by the depositor, the master servicer or any other party and, in the absence of bad faith on its part, may conclusively rely on such certificates, statements and opinions.

          The trustee may be held liable for its own negligent action or failure to act, or for its own willful misconduct; provided, however, that the trustee will 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 certificateholders in an event of default under the pooling and servicing agreement, and the trustee will not be deemed to have notice of any such event of default unless an officer of the trustee has actual knowledge of the event of default or written notice of an event of default is received by the trustee at its corporate trust office. See “The Agreements — Events of Default; Rights Upon Events of Default” in the prospectus. The trustee is not required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties under the pooling and servicing agreement, or in the exercise of any of its rights or powers, if it has reasonable grounds for believing that repayment of those funds or adequate indemnity against risk or liability is not reasonably assured to it.

          Expenses and Indemnities of the Trustee. The trustee will be entitled to reimbursement of all reasonable expenses incurred by it and any disbursements or advances made by it in accordance with the pooling and servicing agreement, except for expenses incurred or any disbursements and advances made by it in the routine administration of its duties under the pooling and servicing agreement and except for any expenses arising from its negligence, bad faith or willful misconduct. The trustee will also be entitled to indemnification from the trust fund for any claim, loss, liability or expense incurred by it in connection with the administration of the trust fund and the performance of its duties under the pooling and servicing agreement or any other document or agreement to which the trustee is a party.

          The trustee will be entitled to reimbursement for its expenses and indemnification amounts as described above from amounts allocable to interest and principal on the mortgage loans, prior to payment of any amounts to certificateholders.

          Resignation or Removal of Trustee. The trustee may, upon not less than 60 days’ advance written notice to the depositor, the master servicer and each rating agency, resign at any time, in which event the depositor will appoint a successor trustee that satisfies the eligibility requirements provided in the pooling and servicing agreement and mail notice of such successor to certificateholders. The trustee may also be removed at any time by the depositor if (a) the trustee ceases to be eligible to continue to act as trustee under the pooling and servicing agreement; (b) the trustee is adjudged bankrupt or insolvent; (c) a receiver or other public officer takes charge of the trustee or its property; or (d) the trustee otherwise becomes incapable of acting. If the trustee is removed, the depositor will promptly appoint a successor trustee. If a successor trustee does not take office within 30 days after the retiring trustee resigns or is removed, the retiring trustee may petition any court of competent jurisdiction for appointment of a successor trustee.

          Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee, whereupon the successor trustee, if the depositor fails to do so, will mail notice of its succession to all certificateholders. The predecessor trustee will be required to transfer all property held by it as trustee to the successor trustee.

          Any fees and expenses owed to the retiring trustee in connection with such resignation or removal will be paid as described above under “—Expenses and Indemnities of the Trustee.”

The Custodial Agreement

          First Tennessee Bank National Association (“FTBNA”), an affiliate of the depositor and the master servicer, will act as custodian of the mortgage files for the mortgage loans pursuant to the terms of a custodial

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agreement by and among the trustee, First Horizon, as servicer and FTBNA. Under the terms of the custodial agreement, FTBNA shall maintain continuous custody of all items constituting the mortgage files in secure facilities in accordance with customary standards for such custody and shall reflect in its records the interest of the trustee therein. Each mortgage file which comes into the possession of FTBNA shall be maintained in fire-resistant facilities. With respect to the documents constituting each mortgage file, FTBNA shall (i) act exclusively as the bailee for hire and agent of, and custodian for the trustee, (ii) hold all documents constituting such mortgage file received by it for the exclusive use and benefit of the trustee, and (iii) make disposition thereof only in accordance with the terms of the custodial agreement or with written instructions furnished by the trustee, provided, however, that in the event of a conflict between the terms of the custodial agreement and the written instructions of the trustee, the trustee’s written instructions shall control.

          See “– The Pooling and Servicing Agreement – Delivery Requirements” in this prospectus supplement for more information about the custodian and its obligations and rights under the custodial agreement.

          Expenses and Indemnities of the Custodian. The custodian is not entitled to reimbursement of its expenses or indemnification from the trust fund under the terms of the custodial agreement.

          Resignation or Removal of the Custodian. After the expiration of the 180-day period commencing on the closing date, the custodian may resign and terminate its obligations under the custodial agreement upon at least 60 days’ prior written notice to the trustee and the master servicer. Promptly after receipt of notice of the custodian’s resignation, the trustee will either take custody of the mortgage files itself or promptly appoint a successor custodian. In addition, the trustee, upon at least 60 days’ prior written notice to the custodian and the master servicer, may with or without cause, remove and discharge the custodian from the performance of its duties under the custodial agreement. Promptly after the giving of notice of such removal, the trustee will appoint, or petition a court of competent jurisdiction to appoint, a successor custodian.

DESCRIPTION OF THE CERTIFICATES

General

          The certificates will be issued pursuant to the pooling and servicing agreement and will have the respective initial class certificate balances, subject to a variance of ±5%, and initial pass-through rates set forth on pages S-5 and S-6.

          As of any distribution date, the class certificate balance of any class of certificates, other than the Notional Amount Certificates, is the initial class certificate balance of the class as reduced by:

• all amounts previously distributed to certificateholders of the class as payments of principal;

• the amount of Realized Losses, including Excess Losses, allocated to the class; and

• in the case of any class of subordinated certificates, any amounts allocated to the class in reduction of its class certificate balance in respect of payments of Class PO Deferred Amounts, as described under “— Losses Allocable to the Class PO Certificates.”

          In addition, the class certificate balance of the class of subordinated certificates then outstanding with the highest numerical class designation will be reduced if and to the extent that the aggregate of the class certificate balances of all classes of the certificates, following all distributions and the allocation of Realized Losses on a distribution date, exceeds the aggregate of the Stated Principal Balances of the mortgage loans in both mortgage pools as of the due date occurring in the month of the distribution date. Such a reduction is referred to in this prospectus supplement as the “Subordinated Certificate Writedown Amount.”

          The Class I-A-4 Certificates are Notional Amount Certificates and will have no class certificate balance. Because the notional amount of the Class I-A-4 Certificates will be determined by reference to the class certificate balance of the Class I-A-1 Certificates, investors should be aware that reductions in the notional amount of the Class

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I-A-4 Certificates will occur concurrently with reductions in the class certificate balance of the Class I-A-1 Certificates, as described in this prospectus supplement.

          The senior certificates will have an initial aggregate class certificate balance of approximately $318,445,614 and will evidence in the aggregate an initial beneficial ownership interest of approximately 95.05% in the trust fund. The Class B-l, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates will each evidence in the aggregate an initial beneficial ownership interest of approximately 2.50%, 0.80%, 0.65%, 0.40%, 0.30% and 0.30%, respectively, in the trust fund.

          The Class PO Certificates and the Class I-A-R Certificates will be issued in fully registered certificated form. All of the other classes of offered certificates will be represented by book-entry certificates. The book-entry certificates will be issuable in book-entry form only. The Class I-A-R Certificates will be issued as two certificates in denominations of $99.99 and $0.01.

Separate REMIC Structure

          For federal income tax purposes, the trust fund (exclusive of the Corridor Contract, the assets held in the Reserve Fund and the Separate Interest Trust) will comprise multiple real estate mortgage investment conduits; one or more underlying REMICs (if any) and the master REMIC. The assets of the lowest underlying REMIC in this tiered structure (or the master REMIC if there are no underlying REMICs) will consist of the mortgage loans and any other assets designated in the pooling and servicing agreement. The master REMIC will issue several classes of certificates, which, other than the Class I-A-R Certificates, will represent the regular interests in the master REMIC. The Class I-A-1 Certificates will also represent the right to receive amounts from the Reserve Fund to cover the Yield Supplement Amount on such class, if any. The Class I-A-R Certificates will represent ownership of both the residual interest in the master REMIC and the residual interests in any underlying REMICs.

Book-Entry Certificates

          Each class of book-entry certificates will be issued in one or more certificates which equal the aggregate initial class certificate balance of the class of certificates and which will be held by a depository, initially a nominee of The Depository Trust Company in the United States (“DTC”) or Euroclear Bank S.A./N.V. (“Euroclear”) in Europe. Euroclear will hold omnibus positions on behalf of their participants through customers’ securities accounts in Euroclear’s name on the books of their respective depositaries, which in turn will hold positions in customers’ securities accounts in the depositaries’ names on the books of DTC.

          Beneficial interests in the book-entry certificates will be held indirectly by investors through the book-entry facilities of the applicable depository, as described in the prospectus under “Description of the Securities — Book-entry Registration of Securities.” Investors may hold beneficial interests in the book-entry certificates in the minimum denominations set forth in the table on page S-5 and integral multiples of $1,000 in excess thereof. If necessary in order to aggregate the initial principal balance of a class of certificates, one certificate of such class will be issued in an incremental denomination of less than that listed in the table on page S-5. One investor of each class of book-entry certificates may hold a beneficial interest in a book entry certificate that is not an integral multiple of $1,000. The depositor has been informed by DTC that its nominee will be CEDE & Co. Accordingly, CEDE & Co. is expected to be the holder of record of the book-entry certificates. Except as described in the prospectus under “Description of the Securities — Book-entry Registration of Securities,” no beneficial owner of a book-entry certificate will be entitled to receive a physical certificate.

          Unless and until definitive certificates are issued, it is anticipated that the only certificateholder of the book-entry certificates will be CEDE & Co., as nominee of DTC. Beneficial owners of the book-entry certificates will not be certificateholders, as that term is used in the pooling and servicing agreement. Beneficial owners are only permitted to exercise the rights of certificateholders indirectly through financial intermediaries and DTC. Monthly and annual reports on the trust fund provided to CEDE & Co., as nominee of DTC, may be made available to beneficial owners upon request, in accordance with the rules, regulations and procedures creating and affecting DTC, and to the financial intermediaries to whose depository accounts the book-entry certificates of the beneficial owners are credited.

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          For a description of the procedures generally applicable to the book-entry certificates, see “Description of the Securities — Book-entry Registration of Securities” in the prospectus.

Payments on Mortgage Loans; Accounts

          On or before the closing date, the master servicer will establish a Certificate Account, which will be maintained in trust for the benefit of the certificateholders. Funds credited to the Certificate Account may be invested for the benefit and at the risk of the master servicer in Permitted Investments, as defined in the pooling and servicing agreement, that are scheduled to mature on or before the business day preceding the next distribution date. On or before the business day before each distribution date, the master servicer will withdraw from the Certificate Account the amount of Available Funds from each mortgage pool and will deposit the Available Funds into the applicable subaccount of the Distribution Account. The trustee will be entitled to withdraw its fee from the amounts on deposit in the Distribution Account each month immediately prior to making the distributions on the Certificates.

Determination of LIBOR

          The LIBOR Certificates will bear interest during their respective initial interest accrual periods at the applicable initial annual pass-through rate set forth in the table under “— Distributions on the Certificates — Interest” below, and during each respective interest accrual period thereafter at the applicable annual pass-through rate determined as described in the table under “— Distributions on the Certificates — Interest” below.

           LIBOR applicable to an interest accrual period will be determined on the second business day prior to the commencement of such interest accrual period (a “LIBOR Determination Date”). For the purposes of this paragraph, “business day” is defined as any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London. On each LIBOR Determination Date for the LIBOR Certificates, the trustee, as calculation agent, will establish LIBOR for the related interest accrual period on the basis of the British Bankers’ Association (“BBA”) “Interest Settlement Rate” for one-month deposits in U.S. dollars as found on Telerate Page 3750 as of 11:00 a.m. London time on each LIBOR Determination Date. Interest Settlement Rates currently are based on rates quoted by sixteen BBA designated banks as being, in the view of such banks, the offered rate at which deposits are being quoted to prime banks in the London interbank market. “Telerate Page 3750” means the display page currently so designated on the Bridge Telerate Service (or such other page as may replace that page on that service for the purpose of displaying comparable rates or prices).

          If on any LIBOR Determination Date, the calculation agent is unable to calculate LIBOR in accordance with the method set forth in the immediately preceding paragraph, LIBOR for the next interest accrual period shall be calculated in accordance with the method described in the prospectus under “Description of the Securities — Indices Applicable to Floating Rate and Inverse Floating Rate Classes — LIBOR — LIBO Method.”

          LIBOR for the LIBOR Certificates for the first interest accrual period will be 4.77625% per annum.

Distributions on the Certificates

Allocation of Available Funds

          Interest and principal on the certificates will be distributed monthly on the 25th day of each month or, if such 25th day is not a business day, on the succeeding business day, commencing in April 2006. These distributions will be made to the certificates of a certificate group in an aggregate amount equal to the Available Funds for the related mortgage pool for the related distribution date. Distributions will be made to holders of record on the close of business on the last business day of the month prior to the month in which the related distribution date occurs.

          The rights of the subordinated certificates to receive distributions with respect to the mortgage loans will be based on interest and principal received or advanced with respect to the mortgage loans in each mortgage pool, and will be subordinated to the rights of the holders of the senior certificates of each certificate group to the extent described in this prospectus supplement.

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          On each distribution date, the Available Funds for each mortgage pool will be distributed among the classes of certificates in the related certificate group in the following order of priority:

          first, to the classes of senior certificates of the related certificate group entitled to distributions of interest, the Accrued Certificate Interest on each such class for that distribution date, any shortfall in available amounts being allocated among such classes in proportion to the amount of Accrued Certificate Interest otherwise distributable thereon;

          second, to the classes of senior certificates of the related certificate group, any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates, to the extent of remaining Available Funds from the related mortgage pool, any shortfall in available amounts being allocated among such classes in proportion to the amount of such Accrued Certificate Interest remaining undistributed for that class for that distribution date;

          third, (1) to the classes of senior certificates of the related certificate group entitled to distributions of principal, other than the related Class PO Certificates, in reduction of the class certificate balances thereof, to the extent of remaining Available Funds from the related mortgage pool, the related Senior Optimal Principal Amount for such distribution date (in the order of priority set forth below, in the paragraph following priority eighth, in the case of Pool I) until the respective class principal balances thereof have been reduced to zero, and (2) concurrently with the senior certificates corresponding to Pool I, from the Available Funds for such pool, to the Class I-A-PO Certificates, and concurrently with the senior certificates corresponding to Pool II, from the Available Funds for such pool, to the Class II-A-PO Certificates, the applicable Class PO Principal Distribution Amount for such distribution date;

          fourth, to the Class PO Certificates, the applicable Class PO Deferred Amount for such distribution date, until the class certificate balance thereof has been reduced to zero; provided that, (1) on any distribution date, distributions pursuant to this priority fourth shall not exceed the related Subordinated Optimal Principal Amount for the mortgage pools for such distribution date, (2) such distributions shall not reduce the class certificate balances of the Class PO Certificates and (3) no distribution will be made in respect of the applicable Class PO Deferred Amount after the Cross-over Date;

          fifth, to the Class B-l Certificates, to the extent of remaining Available Funds for the mortgage pools, but subject to the prior payment of amounts described under “ —Cross-collateralization,” in the following order: (1) the Accrued Certificate Interest thereon for such distribution date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates and (3) such class’ Allocable Share for that distribution date;

          sixth, to the Class B-2 Certificates, to the extent of remaining Available Funds for the mortgage pools, but subject to the prior payment of amounts described under “—Cross-collateralization,” in the following order: (1) the Accrued Certificate Interest thereon for such distribution date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates and (3) such class’ Allocable Share for that distribution date;

          seventh, to the Class B-3 Certificates, to the extent of remaining Available Funds for the mortgage pools, but subject to the prior payment of amounts described under “—Cross-collateralization,” in the following order: (1) the Accrued Certificate Interest thereon for such distribution date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates and (3) such class’ Allocable Share for that distribution date;

          eighth, sequentially, to the Class B-4, Class B-5 and Class B-6 Certificates, in that order, to the extent of remaining Available Funds for the mortgage pools, but subject to the prior payment of amounts described under “— Cross-collateralization,” in the following order: (1) the Accrued Certificate Interest thereon for such distribution date, (2) any Accrued Certificate Interest thereon remaining undistributed from previous distribution dates and (3) each such class’ Allocable Share for that distribution date.

          Amounts allocated to the senior certificates corresponding to Pool I pursuant to clause (1) of priority third above will be distributed sequentially in the following order of priority:

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(1)	to the Class I-A-R Certificates, until the class certificate balance thereof has been reduced to zero;
(2)	to the Class I-A-3 Certificates in an amount up to the NAS Principal Distribution Amount for such distribution date, until the class certificate balance thereof has been reduced to zero;
(3)	an amount up to $5,000 for such distribution date, sequentially, in the following order of priority:
	(A)	to the Class I-A-1 Certificates in an amount up to $2,500 for such distribution date;
	(B)	beginning on the distribution date in April 2007, to the Class I-A-6 Certificates in an amount up to $1,200,000 for such distribution date;
	(C)	to the Class I-A-1 Certificates, until the class certificate balance thereof has been reduced to zero; and
	(D)	to the Class I-A-6 Certificates, until the class certificate balance thereof has been reduced to zero.
(4)	beginning on the distribution date in April 2007, to the Class I-A-5 Certificates in an amount up to $1,400,000 for such distribution date;
(5)	to the Class I-A-1 Certificates in an amount up to $2,500 for such distribution date (less any amounts paid in clause (3) above);
(6)	beginning on the distribution date in April 2007, to the Class I-A-6 Certificates in an amount up to $1,200,000 for such distribution date (less any amounts paid in clause (3) above);
(7)	sequentially, to the Class I-A-1, Class I-A-6 and Class I-A-5 Certificates, in that order, until the respective class certificate balances of each have been reduced to zero;
(8)	to the Class I-A-2 Certificates, until the class certificate balance thereof has been reduced to zero; and
(9)	to the Class I-A-3 Certificates, until the class certificate balance thereof has been reduced to zero.

          On each distribution date on or after the Cross-over Date, distributions of principal on the outstanding senior certificates relating to Pool I (other than the Notional Amount Certificates and the Class I-A-PO Certificates) will be made, pro rata, among all such senior certificates, regardless of the allocation, or sequential nature, of principal payments described above.

Interest

          Interest will accrue on the class certificate balances (or notional amount, in the case of the Notional Amount Certificates) of the senior certificates (other than the LIBOR Certificates and the Class PO Certificates) at the respective annual pass-through rates set forth in the table on page S-6 during each interest accrual period.

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          Each of the LIBOR Certificates will bear interest during its initial interest accrual period at the initial annual pass-through rate set forth below, and will bear interest during each interest accrual period thereafter, subject to the applicable maximum and minimum pass-through rates, at the per annum rate determined by reference to LIBOR as described below:

	Initial Annual Pass-Through Rate	Maximum/Minimum Pass-Through Rate	Formula for Calculation of Class Pass-Through Rate
Class
Class I-A-1	5.27625%	6.000%/ 0.500%	LIBOR + 0.500%
Class I-A-4	0.72375%	5.500%/ 0.00%	5.500% - LIBOR

          Interest will accrue on the class certificate balances of the Class B-l, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates for each interest accrual period at an annual pass-through rate equal to the weighted average of the Designated Mortgage Pool Rates, weighted on the basis of the Group Subordinate Amount for each mortgage pool.

          With respect to each distribution date for each class of certificates (other than the LIBOR Certificates and the Class PO Certificates), the interest accrual period will be the calendar month preceding the month of the distribution date. Interest will accrue on the LIBOR Certificates during the one-month period commencing on the 25^th day of the month before the month in which that distribution date occurs and ending on the 24^th day of the month in which that distribution date occurs. Interest for all classes will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

          The Class PO Certificates are principal only certificates and will not accrue interest.

          For each distribution date occurring after the initial distribution date and on or prior to the date on which the Corridor Contract terminates, for each distribution date on which LIBOR exceeds 5.50%, the Class I-A-1 Certificates will also be entitled to receive supplemental distributions of interest to the extent of amounts of deposit, if any, in the Reserve Fund, up to a maximum interest rate of 9.50%. See “— The Corridor Contract.”

          The notional amount of the Class I-A-4 Certificates on any distribution date will equal the class certificate balance of the Class I-A-1 Certificates for such distribution date.

          As to any distribution date and any mortgage loan with respect to which a prepayment in full has occurred during the period from the sixteenth day of the month preceding the distribution date through the last day of such month, the resulting “Interest Shortfall” generally will equal the difference between (a) one month’s interest at the Net Mortgage Rate on the Stated Principal Balance of such mortgage loan, and (b) the amount of interest at the Net Mortgage Rate actually received with respect to such mortgage loan during such period. In the case of a partial prepayment, the resulting “Interest Shortfall” will equal the amount, if any, by which one month’s interest at the related Net Mortgage Rate on such prepayment exceeds the amount of interest actually paid in connection with such prepayment.

          The interest entitlement described in this prospectus supplement for each class of certificates (other than the Class PO Certificates) for any distribution date will be reduced by the amount of Net Interest Shortfalls experienced by the mortgage loans in (a) the related mortgage pool, with respect to the senior certificates of a certificate group, or (b) both mortgage pools, with respect to the subordinated certificates. Any Net Interest Shortfall (See “— Allocation of Realized Losses on the Certificates” below) will, on each distribution date, be allocated among all the outstanding classes of senior certificates of the related certificate group entitled to distributions of interest and all outstanding classes of the subordinated certificates, proportionally based on (1) in the case of such senior certificates, the Accrued Certificate Interest that would have been allocated thereto otherwise in the absence of such shortfalls and losses, and (2) in the case of the subordinated certificates, interest accrued on their related Apportioned Principal Balances. See “The Transaction Agreements — The Pooling and Servicing Agreement — Adjustment to Master Servicing Fee in Connection with Prepaid Mortgage Loans” in this prospectus supplement.

          The interest portion of any Realized Losses (other than Excess Losses) occurring prior to the Cross-over Date will not be allocated among any certificates, but will reduce the amount of Available Funds for the related

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mortgage pool on the related distribution date. As a result of the subordination of the subordinated certificates in right of distribution, such losses will be borne first by the outstanding subordinated certificates in inverse order of priority.

          If Available Funds are insufficient on any distribution date to distribute the aggregate Accrued Certificate Interest on the senior certificates to their certificateholders, any shortfall in available amounts will be allocated among such classes of senior certificates in proportion to the amounts of Accrued Certificate Interest otherwise distributable thereon in proportion to the amounts that would otherwise have been added to the class certificate balance thereof. The amount of any such undistributed Accrued Certificate Interest will be added to the amount of interest to be distributed on the senior certificates on subsequent distribution dates in accordance with priority second of the second paragraph under “— Allocation of Available Funds” above. No interest will accrue on any Accrued Certificate Interest remaining undistributed from previous distribution dates.

The Corridor Contract

          The Class I-A-1 Certificates will have the benefit of an interest rate corridor contract (the “Corridor Contract”) between Bear Stearns Financial Products Inc. (the “Corridor Contract Counterparty”) and the separate interest trust created pursuant to the pooling and servicing agreement (the “Separate Interest Trust”), as evidenced by a confirmation that will be an asset of the Separate Interest Trust on the closing date. Pursuant to the Corridor Contract, the terms of an ISDA Master Agreement were incorporated into the confirmation of the Corridor Contract, as if such an ISDA Master Agreement had been executed by the trustee, on behalf of the Separate Interest Trust, and the Corridor Contract Counterparty on the date that the Corridor Contract was executed. The Corridor Contract is also subject to certain ISDA definitions, as published by the International Swaps and Derivatives Association, Inc.

          On or prior to the termination date of the Corridor Contract, amounts (if any) received by the trustee in respect of the Corridor Contract will be used to pay the Yield Supplement Amount as described below under “— The Reserve Fund.” Amounts received under the Corridor Contract will not be available to make interest distributions on any class of certificates other than the Class I-A-1 Certificates.

          The Corridor Contract will be an asset of the Separate Interest Trust.

          With respect to the Corridor Contract and any distribution date on or prior to the Corridor Contract Termination Date (as defined below), the amount payable by the Corridor Contract Counterparty under the Corridor Contract will equal the product of:

(i)	the excess, if any, of (x) the lesser of (A) One-Month LIBOR (as defined in the Corridor Contract and determined by the Corridor Contract Counterparty) and (B) 9.00%, over (y) 5.50%,
(ii)	the Corridor Contract Notional Amount (as defined below) for such distribution date, and
(iii)	one twelfth.

          The Corridor Contract provides for a Corridor Contract Notional Amount for each distribution date. The “Corridor Contract Notional Amount” with respect to the Corridor Contract for each applicable distribution date are set forth in the following tables. We can give you no assurance that the certificate balance of the Class I-A-1 Certificates will be equal to the Corridor Contract Notional Amount on any distribution date.

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          The Corridor Contract Notional Amount under the Corridor Contract for the Class I-A-1 Certificates for each distribution date will be as described in the following table:

Month of Distribution Date	Corridor Contract Notional Amount ($)
April 2006		99,099,000.00
May 2006		96,747,877.07
June 2006		94,060,226.55
July 2006		91,040,185.72
August 2006		87,692,991.57
September 2006		84,024,977.09
October 2006		80,043,561.76
November 2006		75,757,236.18
December 2006		71,175,540.71
January 2007		66,309,038.17
February 2007		61,169,280.51
March 2007		55,768,769.71
April 2007		50,471,963.29
May 2007		47,876,885.15
June 2007		45,381,596.74
July 2007		42,984,196.32
August 2007		40,682,818.31
September 2007		38,475,632.56
October 2007		36,360,843.71
November 2007		34,336,690.52
December 2007		32,401,445.20
January 2008		30,553,412.84
February 2008		28,790,930.71
March 2008		27,112,367.71
April 2008		25,516,123.71
May 2008		24,000,629.05
June 2008		22,564,343.88
July 2008		21,205,757.62
August 2008		19,923,388.44
September 2008		18,715,782.66
October 2008		17,581,514.27
November 2008		16,519,184.35
December 2008		15,527,420.60
January 2009		14,604,876.82
February 2009		13,750,232.43
March 2009		12,962,191.93
April 2009		12,239,484.51
May 2009		11,580,863.51
June 2009		10,985,106.00
July 2009		10,451,012.30
August 2009		9,977,405.58
September 2009		9,563,131.39
October 2009		9,207,057.25
November 2009		8,908,072.25
December 2009		8,665,086.60
January 2010		8,477,031.27
February 2010		8,342,857.58
March 2010		8,261,536.79
April 2010		8,232,059.78
May 2010		8,229,559.78
June 2010		8,227,059.78
July 2010		8,224,559.78
August 2010		8,222,059.78
September 2010		8,219,559.78
October 2010		8,217,059.78
November 2010		8,214,559.78
December 2010		8,212,059.78
January 2011		8,209,559.78
February 2011		8,207,059.78
March 2011		8,204,559.78
April 2011		8,202,059.78
May 2011		8,199,559.78
June 2011		8,197,059.78
July 2011		8,194,559.78
August 2011		8,192,059.78
September 2011		8,189,559.78
October 2011		8,187,059.78
November 2011		8,184,559.78

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Month of Distribution Date	Corridor Contract Notional Amount ($)
December 2011		8,182,059.78
January 2012		8,179,559.78
February 2012		8,177,059.78
March 2012		8,174,559.78
April 2012		8,172,059.78
May 2012		8,169,559.78
June 2012		8,167,059.78
July 2012		8,164,559.78
August 2012		8,162,059.78
September 2012		8,159,559.78
October 2012		8,157,059.78
November 2012		8,154,559.78
December 2012		8,152,059.78
January 2013		8,149,559.78
February 2013		8,147,059.78
March 2013		8,144,559.78
April 2013		8,142,059.78
May 2013		8,139,559.78
June 2013		8,137,059.78
July 2013		7,385,206.88
August 2013		6,636,892.67
September 2013		5,906,619.34
October 2013		5,193,998.93
November 2013		4,498,651.38
December 2013		3,820,204.34
January 2014		3,158,293.05
February 2014		2,512,560.16
March 2014		1,882,655.62
April 2014		1,268,236.48
May 2014		797,894.59
June 2014		338,758.61
July 2014 and thereafter		0.00

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          The Corridor Contract is scheduled to remain in effect up to and including the distribution date in June 2014 (the “Corridor Contract Termination Date”). The Contract will be subject to early termination only in limited circumstances. Such circumstances generally include certain insolvency or bankruptcy events in relation to the Corridor Contract Counterparty or the trust fund, the failure by the Corridor Contract Counterparty (within two business days after notice of such failure is received by such Corridor Contract Counterparty) to make a payment due under the Corridor Contract, the failure by the Corridor Contract Counterparty or the trustee (within 30 days after notice of such failure is received) to perform any other agreement made by it under the Corridor Contract, and the Corridor Contract becoming illegal or subject to certain kinds of taxation.

          If the Corridor Contract is terminated early, the Corridor Contract Counterparty may owe a termination payment, payable in a lump sum. Any termination payment will be allocated by the trustee between the Reserve Fund and Greenwich Capital Markets, Inc., as follows, (a) with respect to the Reserve Fund, an amount equal to the product of (i) a fraction, the numerator of which is the lesser of (x) the Corridor Contract Notional Amount for the first distribution date on or after the early termination and (y) the class certificate balance of the Class I-A-1 Certificates immediately prior to the first distribution date on or after the early termination, and the denominator of which is the Corridor Contract Notional Amount for the first distribution date on or after the early termination and (ii) the termination payment amount, and (b) with respect to Greenwich Capital Markets, Inc., an amount equal to any excess of the termination payment amount over the amounts payable pursuant to clause (a) above, if any. The portion of any termination payment that is allocated to the Reserve Fund will be applied by the trustee on future distribution dates to pay any Yield Supplement Amounts on the related class of certificates, until the termination date of the Corridor Contract. However, if such termination occurs, there can be no assurance that any such termination payment will be paid to the Reserve Fund.

          The Corridor Contract Counterparty

          Bear Stearns Financial Products Inc. or “BSFP,” will be the Swap Provider. BSFP, a Delaware corporation, is a bankruptcy remote derivatives product company based in New York, New York that has been established as a wholly owned subsidiary of The Bear Stearns Companies, Inc. BSFP engages in a wide array of over-the-counter interest rate, currency, and equity derivatives, typically with counterparties who require a highly rated derivative provider. BSFP has a ratings classification of “AAA” from Standard & Poor’s and “Aaa” from Moody’s Investors Service. BSFP will provide upon request, without charge, to each person to whom this prospectus supplement is delivered, a copy of (i) the ratings analysis from each of Standard & Poor’s and Moody’s Investors Service evidencing those respective ratings or (ii) the most recent audited annual financial statements of BSFP. Requests for information should be directed to the DPC Manager of Bear Stearns Financial Products Inc. at (212) 272-4009 or in writing at 383 Madison Avenue, 36th Floor, New York, New York 10179. BSFP is an affiliate of Bear, Stearns & Co. Inc.

          The Reserve Fund

          Pursuant to the pooling and servicing agreement, the trustee of the Separate Interest Trust will establish Reserve Fund, which will be held in trust by the trustee, as part of the Separate Interest Trust, on behalf of the holders of the Class I-A-1 Certificates. On the Closing Date, the depositor will deposit or cause to be deposited $1,000 in the Reserve Fund. The Reserve Fund will not be an asset of any REMIC.

          On each distribution date, the trustee will deposit any amounts received under the Corridor Contract into the Reserve Fund and will distribute the Yield Supplement Amount to the holders of the Class I-A-1 Certificates. Any amounts in excess of $1,000 still remaining in the Reserve Fund on that distribution date (“Excess Corridor Contract Payments”) will be distributed to Greenwich Capital Markets, Inc., as the residual owner of the Reserve Fund, as provided in the pooling and servicing agreement, and will not be available for payment of any Yield Supplement Amounts. Excess Corridor Contract Payments will not be available to cover Net Interest Shortfalls on the certificates. On the distribution date immediately following the earlier of (i) the Corridor Contract Termination Date and (ii) the date on which the Class Certificate Balance of the Class I-A-1 Certificates has been reduced to zero, all amounts remaining in the Reserve Fund will be distributed to Greenwich Capital Markets, Inc., as the residual owner of the Reserve Fund.

          For any distribution date on or prior to the Corridor Contract Termination Date on which one-month LIBOR exceeds 5.50%, the “Yield Supplement Amount” will equal an amount equal to interest for the related interest accrual period on the lesser of (a) the class certificate balance of the Class I-A-1 Certificates immediately prior to such distribution date or (b) the Corridor Contract Notional Amount for such distribution date at a rate equal to the excess of (i) the lesser of one-month LIBOR and 9.00% over (ii) 5.50%. On each distribution date,

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distributions in respect of the Yield Supplement Amounts will be made pro rata to the holders of the Class I-A-1 Certificates based upon their class certificate balance immediately prior to such distribution date, to the extent of available funds in the Reserve Fund.

Principal

          Distributions in reduction of the class certificate balance of each class of certificates entitled to principal distributions will be made on each distribution date from the related mortgage pool or pools. All payments and other amounts received in respect of principal of the mortgage loans will be allocated between (1) the senior certificates of the related certificate group entitled to principal distributions (other than the Class PO Certificates) and the subordinated certificates and (2) the Class PO Certificates, as applicable, in each case based on the applicable Non-PO Percentage and the applicable PO Percentage, respectively, of such amounts, as described under “— Allocation of Available Funds” above.

          The Class I-A-4 Certificates are Notional Amount Certificates and will not be entitled to receive distributions of principal.

          Distributions in reduction of the class certificate balance of each class of senior certificates entitled to principal distributions will be made on each distribution date as described under “—Allocation of Available Funds” above. In accordance with priority third of the Available Funds Allocation, the Available Funds for a mortgage pool remaining after the distribution of interest to the senior certificates of the related certificate group will be allocated to such senior certificates in an aggregate amount not to exceed the related Senior Optimal Principal Amount for that mortgage pool (plus the applicable Class PO Principal Distribution Amount for such distribution date in the case of the Class PO Certificates). Distributions in reduction of the class certificate balances of the Class B-l, Class B-2 and Class B-3 Certificates will be made pursuant to priorities fifth, sixth and seventh, respectively, of the Available Funds Allocation. In accordance with each such priority, the Available Funds for each mortgage pool, if any, remaining after distributions of principal and interest on the senior certificates and payments in respect of the applicable Class PO Deferred Amount on such distribution date, will be allocated to each class of the Class B Certificates in an amount equal to each such class’ Allocable Share for that distribution date, provided that no distribution of principal will be made on any such class until any class ranking prior thereto has received distributions of interest and principal, and that class has received distributions of interest, on that distribution date. The Class I-A-3 Certificates will generally not receive any distributions in respect of scheduled payments of principal and prepayments or certain other unscheduled recoveries of principal on the related mortgage loans during the first five years after the date of initial issuance of the certificates, except as otherwise described herein on or following the Cross-over Date.

          If, on any distribution date, the class certificate balance of any class of Class B Certificates (other than the subordinated class with the highest priority of distribution, to which it is not applicable) for which the related Class Prepayment Distribution Trigger was satisfied on such distribution date is reduced to zero, any amounts distributable to such class or classes under clauses (2), (3) and (5) of the definition of Subordinated Optimal Principal Amount, to the extent of that class’ remaining Allocable Share, will be distributed to the remaining classes of subordinated certificates in reduction of their respective class certificate balances in order of the priority of payments described in this prospectus supplement. If the Class Prepayment Distribution Trigger is not satisfied for any class of Class B Certificates (other than the subordinated class with the highest priority of distribution, to which it is not applicable) on any distribution date, this may have the effect of accelerating the amortization of more senior ranking classes of subordinated certificates because the amount otherwise distributable to such class or classes under clauses (2), (3) and (5) of the definition of Subordinated Optimal Principal Amount will be distributable, pro rata, among the outstanding classes of the Class B Certificates as to which the related Class Prepayment Distribution Trigger has been satisfied subject to the priority of payments described in this prospectus supplement.

Cross-collateralization

          If on any distribution date the total class certificate balance of the senior certificates of a certificate group (other than the Class PO Certificates) (after giving effect to distributions to be made on that distribution date) is greater than the applicable Non-PO Percentage of the Stated Principal Balance of all mortgage loans in the related mortgage pool (any such group, the “Undercollateralized Group”), all amounts otherwise distributable as principal to the subordinated certificates, in reverse order of priority (or, following the Cross-over Date, the amounts described in the following sentence) will be distributed as principal to the senior certificates of the Undercollateralized Group (other than the Class PO Certificates), until the total class certificate balance of the senior

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certificates (after giving effect to distributions to be made on that distribution date) of the Undercollateralized Group (other than the Class PO Certificates) equals the applicable Non-PO Percentage of the Stated Principal Balance of the related mortgage pool (such distribution, an “Undercollateralization Distribution”). If the senior certificates of a certificate group (other than the Class PO Certificates) constitute an Undercollateralized Group on any distribution date following the Cross-over Date, Undercollateralization Distributions will be made from the excess of the Available Funds for the other mortgage pool remaining after all required amounts for that distribution date have been distributed to the senior certificates of the other certificate group (other than the Class PO Certificates). In addition, the amount of any unpaid Accrued Certificate Interest with respect to an Undercollateralized Group (including any Accrued Certificate Interest for the related distribution date) will be distributed to the senior certificates of the Undercollateralized Group (other than the Class PO Certificates) prior to the payment of any Undercollateralization Distributions from amounts otherwise distributable as principal on the subordinated certificates, in reverse order of priority (or, following the Cross-over Date, as provided in the preceding sentence).

          Except as provided otherwise in the preceding paragraph, the subordinated certificates will not receive distributions of principal until each Undercollateralized Group is no longer undercollateralized.

          In addition, if on any distribution date the total class certificate balance of the senior certificates of one certificate group, after giving effect to distributions to be made on that distribution date (other than the Class PO Certificates), has been reduced to zero, all amounts otherwise distributable as prepayments of principal to the subordinated certificates with respect to the mortgage pool related to such certificate group, will instead be distributed as principal to the senior certificates of the other certificate group (other than the Class PO Certificates) unless (a) the Aggregate Subordinated Percentage for such distribution date, weighted on the basis of the applicable Non-PO Percentage of the stated principal balance of the mortgage loans in the related mortgage pool, is at least two times the initial Aggregate Subordinated Percentage, (b) the aggregate stated principal balance of all the mortgage loans in the mortgage pools delinquent 60 days or more (including for this purpose any mortgage loans in foreclosure or subject to bankruptcy proceedings and mortgage loans with respect to which the related mortgaged property has been acquired by the trust), averaged over the preceding six month period, as a percentage of the then current aggregate class certificate balance of the subordinated certificates, is less than 50%, and (c) the cumulative Realized Losses in both mortgage pools do not exceed (i) 20% of the Original Subordinated Principal Balance if such distribution date occurs between and including April 2006 and March 2009, and 30% of the Original Subordinated Principal Balance if such distribution date occurs on or after April 2009.

          All distributions described above will be made in accordance with the priorities set forth under “— Distributions on the Certificates — Allocation of Available Funds” above.

Losses Allocable to the Class PO Certificates

          On each distribution date, the applicable PO Percentage of the principal portion of any Realized Loss (including any Excess Loss) on a Discount Mortgage Loan in each mortgage pool will be allocated to the related class of Class PO Certificates until the class certificate balance thereof is reduced to zero.

          To the extent funds are available therefor on any distribution date through the Cross-over Date, distributions in respect of the applicable Class PO Deferred Amount will be made on the Class PO Certificates in accordance with priority fourth of the second clause under “ — Distributions on the Certificates — Allocation of Available Funds” above. Any distribution of Available Funds in respect of the applicable Class PO Deferred Amount will not reduce the class certificate balance of the Class PO Certificates. No interest will accrue on the applicable Class PO Deferred Amount. On each distribution date through the Cross-over Date, the class certificate balance of the lowest ranking class of subordinated certificates then outstanding will be reduced by the amount of any distributions made to the Class PO Certificates in respect of the applicable Class PO Deferred Amount on such distribution date, through the operation of the applicable Class PO Deferred Payment Writedown Amount. After the Cross-over Date, no distributions will be made in respect of the applicable Class PO Deferred Amount and Realized Losses allocated to the Class PO Certificates will be borne by them without a right of reimbursement from any other class of certificates. Any distribution of Unanticipated Recoveries on the Class PO Certificates will be adjusted to take into account the applicable Class PO Deferred Amount previously paid to such class as specified in the pooling and servicing agreement. See “Servicing of the Mortgage Loans — Unanticipated Recoveries of Losses on the Mortgage Loans” in this prospectus supplement.

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Losses Allocable to the Certificates other than the Class PO Certificates

          Prior to the Cross-over Date (and on that date under certain circumstances), the applicable Non-PO Percentage of the principal portion of any Non-Excess Loss for each mortgage pool will be allocated among the outstanding classes of subordinated certificates, in inverse order of priority, until the class certificate balance of each such class has been reduced to zero (i.e., Non-Excess Losses will be allocated first to the Class B-6 Certificates while those certificates are outstanding, second to the Class B-5 Certificates, and so on). The applicable Non-PO Percentage of the principal portion of any Fraud Losses, Special Hazard Losses and Deficient Valuations of each mortgage pool occurring prior to the reduction of the Fraud Loss Coverage Amount, the Special Hazard Loss Coverage Amount and the Bankruptcy Loss Coverage Amount, respectively, to zero will also be allocated to the subordinated certificates in the manner described in the preceding sentence.

          From and after the Cross-over Date, the applicable Non-PO Percentage of the principal portion of any Realized Loss for a mortgage pool will be allocated among the outstanding classes of senior certificates of the related certificate group entitled to principal distributions (other than the Class PO Certificates), pro rata, based upon their class certificate balances within that certificate group.

          Fraud Losses, Special Hazard Losses and Deficient Valuations occurring after the Fraud Loss Coverage Amount, Special Hazard Loss Coverage Amount and the Bankruptcy Loss Coverage Amount, respectively, have been reduced to zero will be Excess Losses. The applicable Non-PO Percentage of the principal portion of any Excess Loss on a mortgage loan for any distribution date (whether occurring before, on or after the Cross-over Date) will be allocated pro rata among all outstanding classes of the related senior certificates (other than the related PO Certificates) and the subordinated certificates, on the basis of their certificate principal balances, in the case of the senior certificates, or the related Apportioned Principal Balances, in the case of the subordinated certificates.

          Upon the initial issuance of the certificates, the Fraud Loss Coverage Amount will equal approximately $6,700,610 (approximately 2.0% of the aggregate Stated Principal Balances of all the mortgage loans as of the cut-off date). As of any distribution date from the first anniversary of the cut-off date and prior to the fifth anniversary of the cut-off date, the Fraud Loss Coverage Amount will equal approximately $3,350,305 minus the aggregate amount of Fraud Losses that would have been allocated to the subordinated certificates in the absence of the Loss Allocation Limitation since the cut-off date. As of any distribution date on or after the earlier of the Cross-over Date or the fifth anniversary of the cut-off date, the Fraud Loss Coverage Amount shall be zero.

          Upon the initial issuance of the certificates, the Special Hazard Loss Coverage Amount will equal approximately $3,350,305 (representing approximately 1.00% of the outstanding principal balance of the mortgage loans as of the cut-off date). As of any distribution date, the Special Hazard Loss Coverage Amount will equal the greater of

• 1.00% (or if greater than 1.00%, the highest percentage of mortgage loans by principal balance secured by mortgaged properties in any single California zip code) of the outstanding principal balance of all the mortgage loans as of the related Determination Date, and

• twice the outstanding principal balance of the mortgage loan which has the largest outstanding principal balance as of the related Determination Date,

less, in each case, the aggregate amount of Special Hazard Losses that would have been previously allocated to the subordinated certificates in the absence of the Loss Allocation Limitation.

          As of any distribution date on or after the Cross-over Date, the Special Hazard Loss Coverage Amount will be zero.

          On each distribution date, the Bankruptcy Loss Coverage Amount will equal approximately $150,000, subject to reduction as described in the pooling and servicing agreement, minus the aggregate amount of previous Deficient Valuations and Debt Service Reductions. As of any distribution date on or after the Cross-over Date, the Bankruptcy Loss Coverage Amount will be zero. The Bankruptcy Loss Coverage Amount and the manner of reduction thereof described in the pooling and servicing agreement may be reduced or modified upon written confirmation from each of the Rating Agencies that such reduction or modification will not adversely affect the then current ratings of the senior certificates. Any reduction may adversely affect the coverage provided by subordination with respect to Bankruptcy Losses.

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Method of Allocating Realized Losses

          All allocations of Realized Losses for a mortgage pool to a class of certificates of the related certificate group and the subordinated certificates will be accomplished on a distribution date by reducing their class certificate balance by the appropriate share of any such losses occurring during the month preceding the month of that distribution date and, accordingly, will be taken into account in determining the distributions of principal and interest on those certificates commencing on the following distribution date. The aggregate amount of the principal portion of any Non-Excess Losses to be allocated to the Class PO Certificates on any distribution date through the Cross-over Date will also be taken into account in determining distributions in respect of the applicable Class PO Deferred Amount for such distribution date.

          The interest portion of all Realized Losses for a mortgage pool will be allocated among the outstanding classes of certificates entitled to distributions of interest of the related certificate group and the subordinated certificates to the extent described under “— Distributions on the Certificates — Interest” above.

          No reduction of the class certificate balance of any class of certificates will be made on any distribution date on account of any Realized Loss for a mortgage pool to the extent that that reduction would have the effect of reducing the aggregate class certificate balances of all classes of senior certificates in the related certificate group plus the related Apportioned Principal Balances of the subordinated certificates as of such distribution date to an amount less than the Pool Principal Balance of the related mortgage pool as of the first day of the month of that distribution date, less any Deficient Valuations occurring before the Bankruptcy Loss Coverage Amount has been reduced to zero (that limitation being the “Loss Allocation Limitation”).

          Debt Service Reductions are not treated as Realized Losses, and the related principal portion will not be allocated in reduction of the class certificate balance of any class of certificates. However, after the Bankruptcy Loss Coverage Amount has been reduced to zero, the amounts distributable under clause (1) of the definitions of Senior Optimal Principal Amount and Subordinated Optimal Principal Amount will be reduced by the amount of the principal portion of any Debt Service Reductions in the related mortgage pool. Regardless of when they occur, Debt Service Reductions may reduce the amount of Available Funds for a mortgage pool otherwise available for distribution on a distribution date. As a result of the subordination of the subordinated certificates in right of distribution, the reduction in Available Funds for a mortgage pool resulting from any Debt Service Reductions before the Bankruptcy Loss Coverage Amount has been reduced to zero will be borne by the subordinated certificates (to the extent then outstanding) in inverse order of priority.

Voting Rights

          There are actions specified in the prospectus that may be taken by holders of certificates evidencing a specified percentage of all undivided interests in the trust and may be taken by holders of certificates entitled in the aggregate to that percentage of the voting rights. 98.0% of all voting rights will be allocated among all holders of the certificates, other than the Class I-A-4 and Class I-A-R Certificates, in proportion to their then outstanding class certificate balances. In addition, 1.0% of all voting rights will be allocated among the holders of the Class I-A-4 Certificates, in proportion to their notional amount, and 1.0% of all voting rights will be allocated among the holders of the Class I-A-R Certificates. The pooling and servicing agreement may be amended without the consent of the certificateholders in specified circumstances. See “The Agreements – Amendment” in the prospectus.

Additional Rights of the Residual Certificateholders

          In addition to distributions of principal and interest the holders of the Residual Certificates will be entitled to receive:

          (a)          the amount, if any, of Available Funds remaining in the related REMIC on any distribution date after distributions of interest and principal and the applicable Class PO Deferred Amount, if any, are made on the certificates on that date; and

          (b)          the proceeds, if any, of the assets of the trust remaining in the related REMIC after the class certificate balances of all classes of the certificates have each been reduced to zero.

          It is not anticipated that any material assets will be remaining for these distributions on the Residual Certificates at any time. See “Material Federal Income Tax Consequences” in this prospectus supplement.

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Subordination

Priority of Senior Certificates

          As of the date of the initial issuance of the certificates, the aggregate class certificate balance of the classes of subordinated certificates will equal approximately 4.95% of the aggregate class certificate balance of all the classes of certificates. The rights of the holders of the subordinated certificates to receive distributions with respect to the mortgage loans of a mortgage pool will be subordinate to the rights of the holders of the senior certificates of the related certificate group, to the extent described above. The subordination of the subordinated certificates is intended:

          (a)          to enhance the likelihood of timely receipt by the holders of the senior certificates of a certificate group (to the extent of the subordination of the subordinated certificates) of the full amount of the scheduled monthly distributions of principal and interest allocable to the senior certificates of that certificate group; and

          (b)          to afford the holders of the senior certificates of a certificate group (to the extent of the subordination of the subordinated certificates) protection against Realized Losses in the related mortgage pool, to the extent described above.

          If Realized Losses for a mortgage pool exceed the credit support provided to the senior certificates of the related certificate group through subordination, or if Excess Losses occur, all or a portion of those losses will be borne by the senior certificates (other than the Notional Amount Certificates) of that certificate group.

          The protection afforded to the holders of senior certificates of a certificate group by means of the subordination feature will be accomplished by:

(1)	the preferential right of those holders to receive, prior to any distribution being made on a distribution date in respect of the subordinated certificates, in accordance with the paydown rules specified above under “— Distributions on the Certificates —Allocation of Available Funds,” the amounts due to the senior certificateholders of that certificate group on each distribution date out of the Available Funds for the related mortgage pool for that date and, if necessary, by the right of those holders to receive future distributions on the related mortgage loans that would otherwise have been payable to the holders of the subordinated certificates; and
(2)	the allocation to the subordinated certificates of the principal portion of the applicable Non-PO Percentage of any Non-Excess Loss to the extent set forth in this prospectus supplement; and
(3)	the allocation to the subordinated certificates of the principal portion of any Non-Excess Loss to the extent set forth herein through the operation of the applicable Class PO Deferred Payment Writedown Amount.

          The allocation of the principal portion of Realized Losses for a mortgage pool (as set forth herein) to the subordinated certificates on any distribution date will decrease the protection provided to the senior certificates of all of the certificate groups then outstanding on future distribution dates by reducing the aggregate class certificate balance of the classes of subordinated certificates then outstanding.

          In addition, in order to extend the period during which the subordinated certificates remain available as credit enhancement for the senior certificates, the applicable Non-PO Percentage of the entire amount of any prepayment or other unscheduled recovery of principal with respect to a mortgage loan in a related mortgage pool will be allocated to the outstanding senior certificates of the related certificate group as a group (other than the related Class PO Certificates and the Notional Amount Certificates) during the first five years after the date of initial issuance of the certificates, with that allocation being subject to reduction thereafter as described in this prospectus supplement, except that those amounts will be allocated pro rata among all of the outstanding senior certificates (other than the related Class PO Certificates) of the related certificate group entitled to principal distributions on each distribution date after the Cross-over Date. This allocation has the effect of accelerating the amortization of the outstanding senior certificates as a group (other than the related Class PO Certificates) while, in the absence of losses in respect of the mortgage loans, increasing the percentage interest in the principal balance of the mortgage loans evidenced by the subordinated certificates.

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          After the payment of amounts distributable in respect of the senior certificates of each certificate group on each distribution date (including the applicable Class PO Deferred Amount, if any), the subordinated certificates will be entitled on that date to the remaining portion, if any, of the Available Funds for the mortgage pools in an aggregate amount equal to the Accrued Certificate Interest on the subordinated certificates for such date, any remaining undistributed Accrued Certificate Interest on the subordinated certificates from previous distribution dates and the sum of the Allocable Shares of the classes of subordinated certificates. Amounts so distributed to subordinated certificateholders will not be available to cover any delinquencies or any Realized Losses in respect of subsequent distribution dates.

Priority Among Subordinated Certificates

          As of the date of the initial issuance of the certificates, the aggregate class certificate balance of the Class B-4, Class B-5 and Class B-6 Certificates, all of which are subordinate in right of distribution to the subordinated certificates offered by this prospectus supplement, will equal approximately 1.00% of the initial aggregate class certificate balance of all of the classes of certificates and approximately 20.20% of the initial aggregate class certificate balance of all of the classes of subordinated certificates. On each distribution date, the holders of any particular class of subordinated certificates, other than the Class B-6 Certificates, will have a preferential right to receive the amounts due them on that distribution date out of Available Funds for the mortgage pools, prior to any distribution being made on that date on each class of certificates ranking subordinate to such class. In addition, except as described in this prospectus supplement, the principal portion of the applicable Non-PO Percentage of any Non-Excess Loss with respect to a mortgage loan and any related Class PO Deferred Payment Writedown Amount will be allocated, to the extent set forth in this prospectus supplement, in reduction of the class certificate balances of the subordinated certificates in inverse order of priority of those certificates. See “—Losses Allocable to the Certificates other than the Class PO Certificates” in this prospectus supplement. The effect of the allocation of such Realized Losses and of the related Class PO Deferred Payment Writedown Amount to a class of subordinated certificates will be to reduce future distributions allocable to that class and increase the relative portion of distributions allocable to more senior classes of certificates.

          In order to maintain the relative levels of subordination among the subordinated certificates, the applicable Non-PO Percentage of any prepayments and certain other unscheduled recoveries of principal in respect of the mortgage loans in the related mortgage pool (which will not be distributable to the subordinated certificates for at least the first five years after the date of initial issuance of the certificates, except as otherwise described in this prospectus supplement on or following a Senior Final Distribution Date), will not be distributable to the holders of the Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates on any distribution date for which the related Class Prepayment Distribution Trigger is not satisfied, except as described above. See “— Distributions on the Certificates — Principal” in this prospectus supplement. If the Class Prepayment Distribution Trigger is not satisfied with respect to any such class of subordinated certificates, the amortization of more senior ranking classes of subordinated certificates may occur more rapidly than would otherwise have been the case and, in the absence of losses in respect of the mortgage loans, the percentage interest in the principal balance of the mortgage loans evidenced by those subordinated certificates may increase.

          As a result of the subordination of any class of certificates, that class of certificates will be more sensitive than more senior ranking classes of certificates to the rate of delinquencies and defaults on the related mortgage loans, and under certain circumstances investors in those certificates may not recover their initial investment.

Structuring Assumptions

          Unless otherwise specified, the information in the tables in this prospectus supplement has been prepared on the basis of the following Structuring Assumptions:

• Pool I consists of four mortgage loans with the following characteristics:

Principal Balance	Mortgage Rate	Assumed Net Mortgage Rate*	Original Term to Maturity (in months)		Remaining Term to Maturity (in months)
$138,872,837.62	6.7507224719%	6.0000000000%		360		360
$  26,533,622.04	6.1894994561%	5.8144994561%		360		360

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• Pool I interest-only mortgage loans:

Principal Balance	Mortgage Rate	Assumed Net Mortgage Rate*	Original Term to Maturity (in months)		Remaining Term to Maturity (in months)		Interest-Only Remaining Term (in months)
$140,302,870.31	6.7876924059%	6.0000000000%		360		360		120
$  14,305,992.58	6.2019691838%	5.8269691838%		360		360		120

* Assumed Net Mortgage Rate represents (i) in the case of an assumed Discount Mortgage Loan, the related Net Mortgage Rate, and (ii) in the case of an assumed Non-Discount Mortgage Loan, the related Designated Mortgage Pool Rate.

• Pool II consists of two mortgage loans with the following characteristics:

Principal Balance	Mortgage Rate	Assumed Net Mortgage Rate*	Original Term to Maturity (in months)		Remaining Term to Maturity (in months)
$12,557,746.69	6.2938823664%	5.5000000000%		180		180
$  2,457,460.68	5.6968048020%	5.3218048020%		180		180

* Assumed Net Mortgage Rate represents (i) in the case of an assumed Discount Mortgage Loan, the related Net Mortgage Rate, and (ii) in the case of an assumed Non-Discount Mortgage Loan, the related Designated Mortgage Pool Rate.

• the mortgage loans in each mortgage pool prepay at the related specified constant percentages of Prepayment Assumption Curve,

• no defaults in the payment by mortgagors of principal of and interest on the mortgage loans are experienced,

• scheduled payments on the mortgage loans are received on the first day of each month commencing in the calendar month following the closing date and are computed before giving effect to prepayments received on the last day of the prior month,

• prepayments are allocated without giving effect to loss and delinquency tests,

• there are no Net Interest Shortfalls and prepayments represent prepayments in full of individual mortgage loans and are received on the last day of each month, commencing in the calendar month of the closing date,

• the scheduled monthly payment for each mortgage loan (other than the interest-only mortgage loans during such period) has been calculated so that each mortgage loan will amortize in amounts sufficient to repay the current balance of the mortgage loan by its respective remaining term to maturity,

• the initial class certificate balance of each class of certificates is as set forth on pages S-5 and S-6,

• the approximate initial class certificate balances of the Class B-4, Class B-5 and Class B-6 Certificates are $1,340,000, $1,005,000 and $1,005,913, respectively,

• interest accrues on each class of certificates during each interest accrual period at the applicable pass-through rate set forth or described in the table on page S-5,

• any interest-only mortgage loan with a remaining interest-only term greater than zero does not amortize during the remaining interest-only term. At the end of the remaining interest-only term, any such mortgage loan will amortize in amounts sufficient to repay the current balance of the mortgage loan over the remaining term to maturity calculated at the expiration of the remaining interest-only term,

• distributions in respect of the certificates are received in cash on the 25th day of each month commencing in the calendar month following the month of the closing date,

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• the closing date of the sale of the certificates is March 30, 2006,

• the seller is not required to repurchase or substitute for any mortgage loan, and

• the master servicer does not exercise the option to repurchase the mortgage loans described under “— Optional Purchase of Defaulted Loans” and “— Optional Termination” in this prospectus supplement.

          Prepayments of mortgage loans commonly are measured relative to a Prepayment Assumption Curve. The model used in this prospectus supplement is Prepayment Assumption Curve or “PPC,” which represents an assumed rate of prepayment each month of the then outstanding principal balance of a pool of new mortgage loans. Prepayment Assumption Curve does not purport to be either a historical description of the prepayment experience of any pool of mortgage loans or a prediction of the anticipated rate of prepayment of any pool of mortgage loans, including the mortgage loans. 100% Prepayment Assumption Curve for Pool I assumes prepayment rates of 8.00% per annum of the then unpaid principal balance of such pool of mortgage loans in the first month of the life of the mortgage loans in Pool I and an additional approximate 1.4545454545% per annum in each month thereafter (e.g., approximately 9.4545454545% per annum in the second month) until the 12th month. Beginning in the 12^th month and in each month thereafter during the life of the mortgage loans in Pool I, 100% Prepayment Assumption Curve assumes a constant prepayment rate of 24% per annum. Multiples may be calculated from this prepayment rate sequence. For example, 200% Prepayment Assumption Curve for Pool I assumes prepayment rates will be 16% per annum in month one and increasing by approximately 2.9090909091% in each succeeding month until reaching a rate of 48% per annum in month 12 and remaining constant at 48% per annum thereafter. 0% Prepayment Assumption Curve assumes no prepayments. There is no assurance that prepayments will occur at any Prepayment Assumption Curve rate or at any other constant rate.

          100% Prepayment Assumption Curve for Pool II assumes prepayment rates of 8.00% per annum of the then unpaid principal balance of such pool of mortgage loans in the first month of the life of the mortgage loans in Pool II and an additional approximate 0.9090909091% per annum in each month thereafter (e.g., approximately 8.9090909091% per annum in the second month) until the 12th month. Beginning in the 12^th month and in each month thereafter during the life of the mortgage loans in Pool II, 100% Prepayment Assumption Curve assumes a constant prepayment rate of 18% per annum. Multiples may be calculated from this prepayment rate sequence. For example, 200% Prepayment Assumption Curve for Pool II assumes prepayment rates will be 16% per annum in month one and increasing by approximately 1.8181818181% in each succeeding month until reaching a rate of 36% per annum in month 12 and remaining constant at 36% per annum thereafter. 0% Prepayment Assumption Curve assumes no prepayments. There is no assurance that prepayments will occur at any Prepayment Assumption Curve rate or at any other constant rate.

          While it is assumed that each of the mortgage loans prepays at the specified constant percentages of applicable Prepayment Assumption Curve, this is not likely to be the case. Moreover, discrepancies may exist between the characteristics of the actual mortgage loans which will be delivered to the trustee and characteristics of the mortgage loans used in preparing the tables in this prospectus supplement.

Optional Purchase of Defaulted Loans

          The master servicer may, at its option and with the consent of the trustee, purchase from the trust fund any mortgage loan which is delinquent in payment by 91 days or more. Any purchase shall be at a price equal to 100% of the Stated Principal Balance of the mortgage loan plus accrued interest at the applicable mortgage rate from the date through which interest was last paid by the related mortgagor or advanced, and not reimbursed, to the first day of the month in which the amount is to be distributed.

Optional Termination

          The master servicer will have the right to repurchase all remaining mortgage loans in the mortgage pools and thereby effect early retirement of the certificates, subject to the aggregate Stated Principal Balance of the mortgage loans in all the mortgage pools at the time of repurchase being less than 10% of the aggregate Pool Principal Balance of the mortgage loans in all the mortgage pools as of the cut-off date. In the event the master servicer exercises its repurchase option, the purchase price distributed with respect to each class of certificates will be 100% of its then outstanding class certificate balance, plus, in the case of the Class PO Certificates, any Class PO Deferred Amounts, and, in the case of an interest bearing certificate, any unpaid accrued interest at the applicable

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pass-through rate, in each case subject to reduction as provided in the pooling and servicing agreement if the purchase price is based in part on the appraised value of any foreclosed or otherwise repossessed properties in the corresponding mortgage pool and the appraised value is less than the Stated Principal Balance of the related mortgage loans. Distributions on the certificates with respect to any optional termination will first be paid to the senior certificates of each certificate group, then to the subordinated certificates in the order of priority specified in “ – Distributions on the Certificates – Allocation of Available Funds” in this prospectus supplement. The proceeds from any distribution may not be sufficient to distribute the full amount to which each class of certificates is entitled if the purchase price is based in part on the appraised value of any foreclosed or otherwise repossessed property and the appraised value is less than the Stated Principal Balance of the related mortgage loan.

          Under the pooling and servicing agreement, the trustee is required to give notice of any optional termination of the trust fund, specifying the distribution date on which certificateholders may surrender their certificates for payment of the final distribution and cancellation, promptly to the certificateholders by letter mailed not earlier than the 10^th day and no later than the 15^th day of the month preceding the month of the final distribution. Offered certificates may be surrendered at the Corporate Trust Office of the trustee located at 101 Barclay Street, 8W, New York, New York 10286, Attention: Corporate Trust Administration — First Horizon 2006-FA2 or at any other address the trustee designates.

          No holder of any certificates will be entitled to any Unanticipated Recoveries received with respect to any mortgage loan after the termination of the trust. See “Servicing of the Mortgage Loans — Unanticipated Recoveries of Losses on the Mortgage Loans” in this prospectus supplement.

Restrictions on Transfer of the Residual Certificates

          The Residual Certificates will be subject to the restrictions on transfer described in the prospectus under “Material Federal Income Tax Consequences — Taxation of Holders of Residual Interest Securities — Restrictions on Ownership and Transfer of Residual Securities” and “— Tax Treatment of Foreign Investors,” and an “electing large partnership” and a Non-U.S. Person, each as described in those sections of the prospectus, will be subject to the same restrictions on transfer and ownership of a Residual Certificate described in those sections as a Disqualified Organization, unless, in the case of a Non-U.S. Person, the person provides the trustee with a duly completed IRS Form W-8ECI. The pooling and servicing agreement provides that the Residual Certificates, in addition to certain other ERISA restricted classes of certificates, may not be acquired by an ERISA Plan. See “ERISA Considerations” in this prospectus supplement and the prospectus. Each Residual Certificate will contain a legend describing these restrictions.

YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

General

          The effective yield to the holders of each interest bearing class of certificates (other than the LIBOR Certificates) will be lower than the yield otherwise produced by the applicable pass-through rate and the purchase price of the certificates because monthly distributions will not be payable to the holders until the 25th day (or, if that day is not a business day, the following business day) of the month after the applicable interest accrual period without any additional distribution of interest or earnings to compensate for the delay.

          Delinquencies on the mortgage loans in a mortgage pool which are not advanced by or on behalf of the master servicer because such amounts, if advanced, would not be recoverable, will adversely affect the yield on the related certificates. Because of the priority of distributions, shortfalls resulting from delinquencies in a mortgage pool not so advanced will be borne first by the subordinated certificates, in the reverse order of their numerical class designations, and then by the senior certificates of the related certificate group. If, as a result of shortfalls, the aggregate of the class certificate balances of all classes of the certificates exceeds the aggregate Pool Principal Balance of the mortgage pools, the class certificate balance of the class of subordinated certificates then outstanding with the highest numerical class designation will be reduced by the amount of the excess.

          Net Interest Shortfalls for a mortgage pool will adversely affect the yields on the classes of senior certificates in the related certificate group and the subordinated certificates. In addition, although all losses (other than Excess Losses) for a mortgage pool initially will be borne by the subordinated certificates in the reverse order of their numerical class designations, either directly or through distributions of Class PO Deferred Amounts on the Class PO Certificates, the applicable Non-PO Percentage of any Excess Losses for a mortgage pool will be borne by

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the related senior certificates (other than the Notional Amount Certificates and the Class PO Certificates) and the subordinated certificates pro rata. As a result, the yields on the offered certificates of a certificate group will depend on the rate and timing of Realized Losses, including Excess Losses for the related mortgage pool or, in the case of the subordinated certificates, both of the mortgage pools. Excess Losses could occur at a time when one or more classes of subordinated certificates are still outstanding and otherwise available to absorb other types of Realized Losses.

General Prepayment Considerations and Risks

          The rate of principal payments, the aggregate amount of distributions and the yield to maturity of the offered certificates will be related to the rate and timing of payments of principal on the mortgage loans in the related mortgage pool (or in the case of the subordinated certificates, all of the mortgage pools). The rate of principal payments on the mortgage loans will in turn be affected by the amortization schedules of the mortgage loans and by the rate of principal prepayments, including for this purpose, prepayments resulting from refinancing, liquidations of the mortgage loans due to defaults, casualties, condemnations and repurchases by the seller or master servicer. Approximately 2.36% and 7.83% of the mortgage loans in Pool I and Pool II, respectively, contain a prepayment charge option. The other mortgage loans may be prepaid by the mortgagors at any time without a prepayment charge. The mortgage loans may also be subject to “due-on-sale” provisions. See “The Mortgage Pools” in this prospectus supplement.

          Prepayments, liquidations and purchases of the mortgage loans in a mortgage pool will result in distributions to the related offered certificates of principal amounts which would otherwise be distributed over the remaining terms of the mortgage loans. Because the rate of payment of principal of the mortgage loans will depend on future events and a variety of factors, no assurance can be given as to the rate of payment of principal on the mortgage loans or the rate of principal prepayments. The extent to which the yield to maturity of a class of offered certificates may vary from the anticipated yield will depend upon the degree to which the class of offered certificates is purchased at a discount or premium, and the degree to which the timing of payments on the offered certificates is sensitive to prepayments, liquidations and purchases of the mortgage loans in the related mortgage pool or, in the case of the subordinated certificates, both of the mortgage pools.

          You should consider the risk that,

• if you purchase Class PO Certificates (e.g., a Class I-A-PO or Class II-A-PO Certificate) or any other offered certificate at a discount, a slower than anticipated rate of principal payments (including prepayments) on the mortgage loans in the related mortgage pool or, in the case of the subordinated certificates, both of the mortgage pools could result in an actual yield on your certificates that is lower than the anticipated yield; and

• if you purchase Notional Amount Certificates (e.g., a Class I-A-4 Certificate) or if you purchase an offered certificate at a premium, a faster than anticipated rate of principal payments (including prepayments) on the mortgage loans in the related mortgage pool or, in the case of the subordinated certificates, both of the mortgage pools could result in an actual yield on your certificates that is lower than the anticipated yield and, in the case of a Notional Amount Certificate, you could lose your entire investment.

          The rate of principal payments, including prepayments, on pools of mortgage loans may vary significantly over time and may be influenced by a variety of economic, geographic, social and other factors, including changes in mortgagors’ housing needs, job transfers, unemployment, mortgagors’ net equity in the mortgaged properties, servicing decisions, as well as the characteristics of the mortgage loans included in the mortgage pools as described under “The Mortgage Pools — General” in this prospectus supplement. In addition, refinancing programs, including First Horizon’s Streamlined Documentation Program, may affect the rate of prepayments on the mortgage loans. In general, if prevailing interest rates were to fall significantly below the mortgage rates on the mortgage loans, the mortgage loans could be subject to higher prepayment rates than if prevailing interest rates were to remain at or above the mortgage rates on the mortgage loans. Conversely, if prevailing interest rates were to rise significantly, the rate of prepayments on the mortgage loans would generally be expected to decrease. No assurances can be given as to the rate of prepayments on the mortgage loans in stable or changing interest rate environments. Furthermore, with respect to up to 25% of the mortgage loans of each mortgage pool, the depositor may deliver all or a portion of each related mortgage file to the trustee not later than thirty days after the closing date, a delayed delivery. If the seller fails to deliver all or a portion of any mortgage file to the depositor or other designee of the

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depositor or, at the depositor’s direction, to the trustee within the 30-day period, the seller will be required to use its best efforts to deliver a substitute mortgage loan for the related delayed delivery mortgage loan or repurchase the related delayed delivery mortgage loan. Any repurchases pursuant to this provision would also have the effect of accelerating the rate of prepayments on the mortgage loans in the related mortgage pool.

          As described in this prospectus supplement, approximately 48.31% of the mortgage loans in Pool I do not provide for monthly payments of principal for the first ten years following origination. Instead, only monthly payments of interest are due during that period. Other considerations aside, due to such characteristics, borrowers may be disinclined to prepay such loans during such ten-year period. In addition, because no principal is due on such loans for their initial ten-year periods, the related certificates will amortize at a slower rate during such period than would otherwise be the case. Thereafter, when the monthly payments on such loans are recalculated on the basis of a twenty-year level payment amortization schedule, principal payments on such certificates are expected to increased correspondingly, and, in any case, at a faster rate than if payments on the underlying mortgage loans were calculated on the basis of a thirty year amortization schedule. Notwithstanding the foregoing, no assurance can be given as to any prepayment rate on the mortgage loans.

          Voluntary prepayments in full of principal on the mortgage loans received by the master servicer from the first day through the fifteenth day of each month (other than the month of the cut-off date) are passed through to the certificateholders in the month of receipt or payment. Voluntary prepayments of principal in full received from the sixteenth day (or, in the case of the month of the cut-off date, from the cut-off date) through the last day of each month, and all voluntary partial prepayments of principal on the mortgage loans are passed through to the certificateholders in the month following the month of receipt or payment. Any prepayment of a mortgage loan or liquidation of a mortgage loan (by foreclosure proceedings or by virtue of the purchase of a mortgage loan in advance of its stated maturity as required or permitted by the pooling and servicing agreement) will generally have the effect of passing through to the certificateholders principal amounts which would otherwise be passed through (or reduced) in amortized increments over the remaining term of such mortgage loan.

          The timing of changes in the rate of prepayments on the mortgage loans may significantly affect an investor’s actual yield to maturity, even if the average rate of principal payments is consistent with an investor’s expectation. In general, the earlier a prepayment of principal on the mortgage loans, the greater the effect on an investor’s yield to maturity. The effect on an investor’s yield as a result of principal payments occurring at a rate higher or lower than the rate anticipated by the investor during the period immediately following the issuance of the offered certificates may not be offset by a subsequent like decrease or increase in the rate of principal payments.

Prepayment Considerations and Risks for the NAS Certificates

          As described under “Description of the Certificates — Distributions on the Certificates —Principal” in this prospectus supplement, the entire amount of any principal prepayments and other unscheduled recoveries of principal with respect to a mortgage loan in Pool I will be allocated solely to the outstanding senior certificates entitled to principal distributions corresponding to such pool (other than the NAS Certificates) during at least the first five years after the closing date, with such allocation being subject to reduction thereafter as described herein. The portion of such amounts otherwise allocable to the class of NAS Certificates, together with scheduled payments of principal otherwise allocable to that class, will be allocated solely to the remaining senior classes of the related certificate group (other than the Notional Amount Certificates and the Class I-A-PO Certificates) during the first five years after the closing date, with such allocation being subject to reduction thereafter as described herein, provided that such amounts will be allocated pro rata among all the outstanding senior certificates of the related certificate group entitled to principal distributions on each distribution date after the Cross-over Date.

Prepayment Considerations and Risks for the Class B Certificates

          The rate of payment of principal, the aggregate amount of distributions and the yield to maturity of the Class B Certificates will be affected by the rate of prepayments on the mortgage loans in the mortgage pools, as well as the rate of mortgagor defaults resulting in Realized Losses, by the severity of those losses and by the timing thereof. See “Description of the Certificates — Losses Allocable to the Class PO Certificates” and “— Losses Allocable to the Certificates other than the Class PO Certificates” in this prospectus supplement for a description of the manner in which such losses are borne by the holders of the certificates. If the purchaser of a Class B Certificate calculates its anticipated yield based on an assumed rate of default and amount of Realized Losses that is lower than the default rate and the amount of losses actually incurred, its actual yield to maturity may be lower than that so calculated and could be negative. The timing of defaults and losses will also affect an investor’s actual yield to

S-67

maturity, even if the average rate of defaults and severity of losses are consistent with an investor’s expectations. In general, the earlier a loss occurs, the greater the effect on an investor’s yield to maturity.

          The yields to maturity on the classes of Class B Certificates with higher numerical designations will be more sensitive to losses due to liquidations of defaulted mortgage loans than will the yields on such classes with lower numerical designations, and the yields to maturity on all the Class B Certificates will be more sensitive to such losses than will the yields on the other classes of certificates. The Class B Certificates will be more sensitive to losses due to liquidations of defaulted mortgage loans because the entire amount of such losses will be allocable to such certificates in inverse order of priority, either directly or through the allocation of the applicable Class PO Deferred Payment Writedown Amount, except as provided in this prospectus supplement. To the extent not covered by the master servicer’s advances of delinquent monthly payments of principal and interest, delinquencies on the mortgage loans may also have a relatively greater effect:

          (1)          on the yields to investors in the Class B Certificates with higher numerical designations than on the yields to investors in those Class B Certificates with lower numerical designations; and

          (2)          on the yields to investors in the Class B Certificates than on the yields to investors in the senior certificates.

          As described above under “Description of the Certificates — Distributions on the Certificates — Interest” and “— Principal,” “— Losses Allocable to the Class PO Certificates,” “— Losses Allocable to the Certificates other than the Class PO Certificates” and “— Subordination,” amounts otherwise distributable to holders of any class of Class B Certificates will be made available to protect the holders of the more senior ranking classes of the certificates against interruptions in distributions due to certain mortgagor delinquencies. Such delinquencies, even if subsequently cured, may affect the timing of the receipt of distributions by the holders of the Class B Certificates.

          To the extent that the Class B Certificates are being purchased at discounts from their initial class certificate balances, if the purchaser of such a certificate calculates its yield to maturity based on an assumed rate of payment of principal faster than that actually received on such certificate, its actual yield to maturity may be lower than that so calculated.

Yield Sensitivity of the Class PO Certificates

          The table below indicates the sensitivity of the pre-tax corporate bond equivalent yields to maturity of each of the Class PO Certificates to various constant percentages of Prepayment Assumption Curve. The yields set forth in the table were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on each of the Class PO Certificates, would cause the discounted present value of the assumed streams of cash flows to equal the assumed purchase price of each of the Class PO Certificates and converting the monthly rates to corporate bond equivalent rates. These calculations do not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as distributions on each of the Class PO Certificates and consequently do not purport to reflect the return on any investment in each of the Class PO Certificates when the reinvestment rates are considered.

          The Class PO Certificates will be principal only certificates and will not bear interest. As indicated in the table below, a lower than anticipated rate of principal payments, including prepayments, on the Discount Mortgage Loans in the related mortgage pool will have an adverse effect on the yield to investors in the related Class PO Certificates.

          As described under “Description of the Certificates ¾ Principal,” the Class PO Principal Distribution Amount is calculated by reference to the principal payments, including prepayments, on the Discount Mortgage Loans in the related mortgage pool. The Discount Mortgage Loans will have lower Net Mortgage Rates, and lower mortgage rates, than the other mortgage loans. In general, mortgage loans with higher mortgage rates tend to prepay at higher rates than mortgage loans with relatively lower mortgage rates in response to a given change in market interest rates. As a result, the Discount Mortgage Loans in a mortgage pool may prepay at lower rates, thereby reducing the rate of payment of principal and the resulting yield of the related Class PO Certificates.

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          The information set forth in the following table has been prepared on the basis of the Structuring Assumptions and on the assumption that the aggregate purchase price on each of the Class PO Certificates, expressed as a percentage of its initial class certificate balance, is as follows:

CLASS	PRICE
Class I-A-PO	70.000	%
Class II-A-PO	71.801	%

SENSITIVITY OF THE CLASS PO CERTIFICATES TO PREPAYMENTS
(PRE-TAX YIELDS TO MATURITY)
AT THE FOLLOWING CONSTANT PERCENTAGE OF THE APPLICABLE PPC

CLASS	0%		50%		100%		150%		200%
Class I-A-PO	1.81	%	5.79	%	10.96	%	16.50	%	22.35	%
Class II-A-PO	4.08	%	6.54	%	9.64	%	13.20	%	17.08	%

          It is unlikely that the Discount Mortgage Loans in each mortgage pool will have the precise characteristics described in this prospectus supplement or that the Discount Mortgage Loans in each mortgage pool will all prepay at the same rate until maturity or that all of the Discount Mortgage Loans in each mortgage pool will prepay at the same rate or time. As a result of these factors, the pre-tax yield on the Class PO Certificates is likely to differ from those shown in the table above, even if all of the Discount Mortgage Loans prepay at the indicated percentages of Prepayment Assumption Curve. No representation is made as to the actual rate of principal payments on the Discount Mortgage Loans in a mortgage pool for any period or over the life of the Class PO Certificates or as to the yield on the Class PO Certificates. Investors must make their own decisions as to the appropriate prepayment assumptions to be used in deciding whether to purchase the Class PO Certificates.

Sensitivity of the LIBOR Certificates

          The yield to investors in the LIBOR Certificates will be highly sensitive to the level of LIBOR. Investors in the Class I-A-1 Certificates should consider the risk that lower than anticipated levels of LIBOR could result in actual yields that are lower than anticipated yields on such certificates. The interest rate on the Class I-A-1 Certificates cannot exceed 6.00% (which would occur whenever LIBOR exceeds 5.50% for any relevant interest accrual period other than the first such period). The Class I-A-1 Certificates will also have the benefit of the Corridor Contract, which will consist of an interest rate cap agreement. Any payments received under the Corridor Contract with respect to a distribution date will be deposited into the Reserve Fund. These Yield Supplement Amounts will be available to cover basis risk shortfalls incurred by the holders of the Class I-A-1 Certificates when the pass-through rate is limited by the maximum pass-through rate, but not in excess of 9.50%. Payments under the Corridor Contract may mitigate against the effects of any mismatch between the maximum pass-through rate, as specified in this prospectus supplement, and LIBOR used to determine the pass-through rate on the Class I-A-1 Certificates. Payments under the Corridor Contract will be made pursuant to the applicable formula described in “Description of the Certificates – The Corridor Contract” in this prospectus supplement.

          Conversely, investors in the Class I-A-4 Certificates should consider (1) the risk that higher than anticipated levels of LIBOR could result in actual yields that are lower than anticipated yields on such certificates, and (2) the fact that the rate of interest on the Class I-A-4 Certificates can fall as low as 0% (which will occur whenever LIBOR for the Class I-A-4 Certificates equals or exceeds 5.50% for any relevant interest accrual period other than the first such period). An investor considering the purchase of a Class I-A-4 Certificate in the expectation that LIBOR will decline over time, thus increasing the pass-through rate on such class, should also consider the risk that if mortgage interest rates decline concurrently with LIBOR, the mortgage loans may experience rapid rates of prepayments. Rapid rates of prepayments could result in a decrease in the yield of the Class I-A-4 Certificates and a failure of investors in such certificates to recover their investment. See “Risk Factors — The yield on the Class I-A- and Class I-A-4 Certificates will be affected by the level of LIBOR” in this prospectus supplement.

          Levels of LIBOR may have little or no correlation to levels of prevailing mortgage interest rates. It is possible that lower prevailing mortgage interest rates, which might be expected to result in faster prepayments, could occur concurrently with an increased level of LIBOR. Conversely, higher prevailing mortgage interest rates,

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which might be expected to result in slower prepayments, could occur concurrently with a decreased level of LIBOR. In addition, the timing of changes in the level of LIBOR may affect the actual yield to maturity to an investor in the LIBOR Certificates even if the average level is consistent with such investor’s expectation. In general, the earlier a change in the level of LIBOR, the greater the effect on such investor’s yield to maturity. As a result, the effect on such investor’s yield to maturity of a level of LIBOR that is higher (or lower) than the rate anticipated by such investor during the period immediately following the issuance of the certificates is not likely to be offset by a subsequent like reduction (or increase) in the level of LIBOR.

          Class I-A-4 Certificates. To illustrate the significance of prepayments on the mortgage loans in Pool I and changes in LIBOR on the distributions on the Class I-A-4 Certificates, the following tables indicates the pre-tax yields to maturity (on a corporate bond-equivalent basis) under the specified assumptions at the different constant percentages of the related PPC and the different levels of LIBOR indicated. The yields were calculated by determining the applicable monthly discount rate which, when applied to the related assumed stream of cash flows to be paid on the Class I-A-4 Certificates, would cause the discounted present value of such cash flows to equal the assumed purchase price plus accrued interest for such certificates stated in such table and converting the applicable monthly discount rate to a corporate bond-equivalent rate. Implicit in the use of any discounted present value or internal rate of return calculations such as these is the assumption that intermediate cash flows are reinvested at the discount rate or internal rate of return. Thus, these calculations do not take into account the different interest rates at which investors may be able to reinvest funds received by them as distributions on the Class I-A-4 Certificates, and, consequently, do not reflect the return on any investment when such reinvestment rates are considered. It is unlikely that the mortgage loans will prepay at a constant level of the applicable PPC until maturity, that all of the mortgage loans will prepay at the same rate or that LIBOR will not vary. The timing of changes in the rate of prepayments may significantly affect the total distributions received, the date of receipt of such distributions and the actual yield to maturity to any investor, even if the average rate of principal prepayments is consistent with an investor’s expectation. In general, the earlier the payment of principal of the mortgage loans, the greater the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal prepayments occurring at a rate higher (or lower) than the rate anticipated by the investor during the period immediately following the issuance of the certificates will not be equally offset by a subsequent like reduction (or increase) in the rate of principal prepayments. Moreover, as noted above, the timing of changes in the level of LIBOR may affect the actual yield to maturity to an investor in the Class I-A-4 Certificates.

          The following tables have been prepared based on the Structuring Assumptions and the additional assumptions that:

(1)	the assumed purchase price of the Class I-A-4 Certificates is as specified (expressed as a percentage of the notional amount thereof) plus the accrued interest on those certificates from March 25, 2006 to, but not including, March 30, 2006;
(2)	the interest rate applicable to the Class I-A-4 Certificates for each interest accrual period, subsequent to their initial interest accrual periods, will be based on the indicated levels of LIBOR; and
(3)	the assumed purchase price is paid on March 30, 2006.
(4)	the initial pass-through rate for the Class I-A-4 Certificates is 0.72375%, which was determined by using a LIBOR of 4.77625%.

PRE-TAX YIELD* TO MATURITY OF THE CLASS I-A-4 CERTIFICATES
(ASSUMED PURCHASE PRICE PERCENTAGE OF 0.625%)
AT THE FOLLOWING CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Level of LIBOR	0%		50%		100%		150%		200%
4.50000%	213.19	%	175.84	%	100.84	%	25.55	%	(25.09	)%
4.77625%	145.64	%	116.13	%	38.39	%	(33.20	)%	(75.79	)%
5.00000%	95.85	%	73.47	%	(10.01	)%	(78.21	)%	**
5.50000% and above	**		**		**		**		**

*	Corporate bond-equivalent basis
**	Indicates that investors will suffer a loss of virtually all their investment

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          The mortgage loans in Pool I may not have all of the characteristics assumed and there can be no assurance:

          •          that the mortgage loans in Pool I will prepay at any of the constant rates shown in the tables or at any particular rate;

          •          that the pre-tax yields to maturity on the Class I-A-4 Certificates will correspond to any of the amounts shown in this prospectus supplement;

          •          that the levels of LIBOR will correspond to the levels shown; or

          •          that the purchase price of the Class I-A-4 Certificates will be as assumed.

          These tables do not constitute a representation as to the correlation of any level of LIBOR and the rate of prepayments on the mortgage loans in Pool I. Each investor must make its own decision as to the appropriate prepayment assumptions to be used and the appropriate levels of LIBOR to be assumed in deciding whether or not to purchase the Class I-A-4 Certificates.

Weighted Average Lives of the Offered Certificates

          The weighted average life of an offered certificate is determined by (a) multiplying the amount of the net reduction, if any, of the class certificate balance of the certificate on each distribution date by the number of years from the date of issuance to the distribution date, (b) summing the results and (c) dividing the sum by the aggregate amount of the net reductions in class certificate balance of the certificate referred to in clause (a).

          For a discussion of the factors which may influence the rate of payments, including prepayments, of the mortgage loans, see “— General Prepayment Considerations and Risks” in this prospectus supplement and “Yield and Prepayment Considerations” in the prospectus.

          The interaction of the foregoing factors may have different effects on various classes of offered certificates and the effects on any class may vary at different times during the life of the class. Accordingly, no assurance can be given as to the weighted average life of any class of offered certificates. Further, to the extent the prices of the offered certificates represent discounts or premiums to their respective original class certificate balances, variability in the weighted average lives of the classes of offered certificates will result in variability in the related yields to maturity. For an example of how the weighted average lives of the classes of offered certificates may be affected at various constant percentages of Prepayment Assumption Curve, see the Decrement Tables below.

Decrement Tables

          The following tables indicate the percentages of the initial class certificate balances of the classes of offered certificates that would be outstanding after each of the distribution dates shown at various constant percentages of Prepayment Assumption Curve and the corresponding weighted average lives of the classes. The tables have been prepared on the basis of the Structuring Assumptions. It is not likely that the mortgage loans in a mortgage pool will have the precise characteristics described in the Structuring Assumptions or that all of the mortgage loans in a mortgage pool will prepay at the constant percentages of Prepayment Assumption Curve specified in the tables below or at any other constant rate. Moreover, the diverse remaining terms to maturity and mortgage rates of the mortgage loans in each mortgage pool could produce slower or faster principal distributions than indicated in the tables, which have been prepared using the specified constant percentages of Prepayment Assumption Curves, even if the weighted average remaining term to maturity and weighted average mortgage rate of the mortgage loans in each mortgage pool are consistent with the remaining term to maturity and weighted average mortgage rate specified in the Structuring Assumptions.

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PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
OF THE CLASS I-A-1 CERTIFICATES AT THE FOLLOWING
CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Distribution Date	0%		50%		100%		150%		200%
Initial Percentage		100		100		100		100		100
March 2007		98		73		47		20		0
March 2008		98		67		13		0		0
March 2009		98		66		0		0		0
March 2010		98		66		0		0		0
March 2011		98		66		0		0		0
March 2012		98		66		0		0		0
March 2013		98		65		0		0		0
March 2014		98		58		0		0		0
March 2015		98		47		0		0		0
March 2016		98		39		0		0		0
March 2017		98		31		0		0		0
March 2018		98		24		0		0		0
March 2019		98		18		0		0		0
March 2020		98		13		0		0		0
March 2021		98		8		0		0		0
March 2022		98		4		0		0		0
March 2023		98		1		0		0		0
March 2024		98		0		0		0		0
March 2025		98		0		0		0		0
March 2026		98		0		0		0		0
March 2027		98		0		0		0		0
March 2028		98		0		0		0		0
March 2029		98		0		0		0		0
March 2030		96		0		0		0		0
March 2031		80		0		0		0		0
March 2032		63		0		0		0		0
March 2033		45		0		0		0		0
March 2034		26		0		0		0		0
March 2035		5		0		0		0		0
March 2036		0		0		0		0		0
Weighted Average Life (in years)**		26.19		7.68		1.12		0.72		0.58

PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
OF THE CLASS I-A-2 CERTIFICATES AT THE FOLLOWING
CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Distribution Date	0%		50%		100%		150%		200%
Initial Percentage		100		100		100		100		100
March 2007		100		100		100		100		100
March 2008		100		100		100		100		100
March 2009		100		100		100		100		56
March 2010		100		100		100		84		0
March 2011		100		100		100		0		0
March 2012		100		100		100		0		0
March 2013		100		100		63		0		0
March 2014		100		100		27		0		0
March 2015		100		100		12		0		0
March 2016		100		100		9		0		0
March 2017		100		100		7		0		0
March 2018		100		100		5		0		0
March 2019		100		100		4		0		0
March 2020		100		100		3		0		0
March 2021		100		100		2		0		0
March 2022		100		100		1		0		0
March 2023		100		100		1		0		0
March 2024		100		88		1		0		0
March 2025		100		73		1		0		0
March 2026		100		60		*		0		0
March 2027		100		49		*		0		0
March 2028		100		40		*		0		0
March 2029		100		32		*		0		0
March 2030		100		25		*		0		0
March 2031		100		19		*		0		0
March 2032		100		14		*		0		0
March 2033		100		9		*		0		0
March 2034		100		6		*		0		0
March 2035		100		3		*		0		0
March 2036		0		0		0		0		0
Weighted Average Life (in years)**		29.65		21.70		7.94		4.25		3.06

PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
OF THE CLASS I-A-3 CERTIFICATES AT THE FOLLOWING
CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Distribution Date	0%		50%		100%		150%		200%
Initial Percentage		100		100		100		100		100
March 2007		100		100		100		100		100
March 2008		100		100		100		100		100
March 2009		100		100		100		100		100
March 2010		100		100		100		100		44
March 2011		100		100		100		74		0
March 2012		99		95		91		36		0
March 2013		98		90		81		15		0
March 2014		97		83		68		5		0
March 2015		96		74		54		2		0
March 2016		95		64		41		1		0
March 2017		93		55		30		1		0
March 2018		91		47		22		*		0
March 2019		88		40		17		*		0
March 2020		85		34		12		*		0
March 2021		82		29		9		*		0
March 2022		79		25		6		*		0
March 2023		75		21		5		*		0
March 2024		71		17		3		*		0
March 2025		67		14		2		*		0
March 2026		63		12		2		*		0
March 2027		58		10		1		*		0
March 2028		54		8		1		*		0
March 2029		48		6		1		*		0
March 2030		43		5		*		*		0
March 2031		37		4		*		*		0
March 2032		30		3		*		*		0
March 2033		24		2		*		*		0
March 2034		16		1		*		*		0
March 2035		8		*		*		*		0
March 2036		0		0		0		0		0
Weighted Average Life (in years)**		21.52		12.90		10.00		5.91		4.00

PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
OF THE CLASS I-A-5 CERTIFICATES AT THE FOLLOWING
CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Distribution Date	0%		50%		100%		150%		200%
Initial Percentage		100		100		100		100		100
March 2007		100		100		100		100		100
March 2008		98		81		81		81		51
March 2009		96		62		62		37		0
March 2010		94		43		43		0		0
March 2011		91		24		24		0		0
March 2012		89		6		6		0		0
March 2013		86		0		0		0		0
March 2014		84		0		0		0		0
March 2015		81		0		0		0		0
March 2016		78		0		0		0		0
March 2017		71		0		0		0		0
March 2018		64		0		0		0		0
March 2019		56		0		0		0		0
March 2020		48		0		0		0		0
March 2021		39		0		0		0		0
March 2022		29		0		0		0		0
March 2023		19		0		0		0		0
March 2024		8		0		0		0		0
March 2025		0		0		0		0		0
March 2026		0		0		0		0		0
March 2027		0		0		0		0		0
March 2028		0		0		0		0		0
March 2029		0		0		0		0		0
March 2030		0		0		0		0		0
March 2031		0		0		0		0		0
March 2032		0		0		0		0		0
March 2033		0		0		0		0		0
March 2034		0		0		0		0		0
March 2035		0		0		0		0		0
March 2036		0		0		0		0		0
Weighted Average Life (in years)**		12.83		3.67		3.67		2.71		2.06

*	Indicates an outstanding balance greater than 0% and less than 0.5% of the original principal balance.
**	Determined as specified under “— Weighted Average Lives of the Certificates” above.

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PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
OF THE CLASS I-A-6 CERTIFICATES AT THE FOLLOWING
CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Distribution Date	0%		50%		100%		150%		200%
Initial Percentage		100		100		100		100		100
March 2007		100		100		100		100		90
March 2008		100		78		78		24		0
March 2009		100		57		48		0		0
March 2010		100		40		18		0		0
March 2011		100		28		1		0		0
March 2012		100		24		0		0		0
March 2013		100		8		0		0		0
March 2014		100		0		0		0		0
March 2015		100		0		0		0		0
March 2016		100		0		0		0		0
March 2017		100		0		0		0		0
March 2018		100		0		0		0		0
March 2019		99		0		0		0		0
March 2020		99		0		0		0		0
March 2021		99		0		0		0		0
March 2022		99		0		0		0		0
March 2023		99		0		0		0		0
March 2024		99		0		0		0		0
March 2025		94		0		0		0		0
March 2026		77		0		0		0		0
March 2027		59		0		0		0		0
March 2028		40		0		0		0		0
March 2029		19		0		0		0		0
March 2030		0		0		0		0		0
March 2031		0		0		0		0		0
March 2032		0		0		0		0		0
March 2033		0		0		0		0		0
March 2034		0		0		0		0		0
March 2035		0		0		0		0		0
March 2036		0		0		0		0		0
Weighted Average Life (in years)**		21.36		3.87		2.97		1.75		1.28

PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
OF THE CLASS I-A-PO CERTIFICATES AT THE FOLLOWING
CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Distribution Date	0%		50%		100%		150%		200%
Initial Percentage		100		100		100		100		100
March 2007		99		91		83		75		67
March 2008		98		80		63		48		34
March 2009		97		69		47		30		18
March 2010		97		60		36		19		9
March 2011		96		53		27		12		5
March 2012		94		46		20		8		2
March 2013		93		40		15		5		1
March 2014		92		35		11		3		1
March 2015		91		30		8		2		*
March 2016		89		26		6		1		*
March 2017		87		22		5		1		*
March 2018		85		19		3		*		*
March 2019		82		16		3		*		*
March 2020		79		14		2		*		*
March 2021		76		12		1		*		*
March 2022		73		10		1		*		*
March 2023		70		8		1		*		*
March 2024		66		7		1		*		*
March 2025		62		6		*		*		*
March 2026		58		5		*		*		*
March 2027		54		4		*		*		*
March 2028		49		3		*		*		*
March 2029		44		2		*		*		*
March 2030		39		2		*		*		*
March 2031		34		1		*		*		*
March 2032		28		1		*		*		*
March 2033		21		1		*		*		*
March 2034		15		*		*		*		0
March 2035		8		*		*		*		0
March 2036		0		0		0		0		0
Weighted Average Life (in years)**		20.29		7.16		3.86		2.57		1.89

PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
OF THE CLASS I-A-R CERTIFICATES AT THE FOLLOWING
CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Distribution Date	0%		50%		100%		150%		200%
Initial Percentage		100		100		100		100		100
March 2007		0		0		0		0		0
March 2008		0		0		0		0		0
March 2009		0		0		0		0		0
March 2010		0		0		0		0		0
March 2011		0		0		0		0		0
March 2012		0		0		0		0		0
March 2013		0		0		0		0		0
March 2014		0		0		0		0		0
March 2015		0		0		0		0		0
March 2016		0		0		0		0		0
March 2017		0		0		0		0		0
March 2018		0		0		0		0		0
March 2019		0		0		0		0		0
March 2020		0		0		0		0		0
March 2021		0		0		0		0		0
March 2022		0		0		0		0		0
March 2023		0		0		0		0		0
March 2024		0		0		0		0		0
March 2025		0		0		0		0		0
March 2026		0		0		0		0		0
March 2027		0		0		0		0		0
March 2028		0		0		0		0		0
March 2029		0		0		0		0		0
March 2030		0		0		0		0		0
March 2031		0		0		0		0		0
March 2032		0		0		0		0		0
March 2033		0		0		0		0		0
March 2034		0		0		0		0		0
March 2035		0		0		0		0		0
March 2036		0		0		0		0		0
Weighted Average Life (in years)**		0.07		0.07		0.07		0.07		0.07

PERCENT OF INITIAL CLASS PRINCIPAL BALANCE OUTSTANDING
OF THE CLASS II-A-1 CERTIFICATES AT THE FOLLOWING
CONSTANT PERCENTAGES OF THE APPLICABLE PPC

Distribution Date	0%		50%		100%		150%		200%
Initial Percentage		100		100		100		100		100
March 2007		96		89		83		76		69
March 2008		91		77		64		52		41
March 2009		87		66		49		35		23
March 2010		82		56		37		23		12
March 2011		76		47		28		14		6
March 2012		71		40		20		9		3
March 2013		65		33		15		6		1
March 2014		58		27		11		3		*
March 2015		51		22		8		2		*
March 2016		44		17		5		1		*
March 2017		36		13		4		1		*
March 2018		28		9		2		*		*
March 2019		19		6		1		*		*
March 2020		10		3		1		*		*
March 2021		0		0		0		0		0
March 2022		0		0		0		0		0
March 2023		0		0		0		0		0
March 2024		0		0		0		0		0
March 2025		0		0		0		0		0
March 2026		0		0		0		0		0
March 2027		0		0		0		0		0
March 2028		0		0		0		0		0
March 2029		0		0		0		0		0
March 2030		0		0		0		0		0
March 2031		0		0		0		0