Common use of PRELIMINARY STATEMENT Clause in Contracts

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____-199_-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, ____199_ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____-199_-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series [_____-], Class [__, Class B_ ___] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of [________ 1] among Wells Fargo Asset Securities Corporation, _____ between the Company as depositor (in its capacity as servicer thereunder, the "ServicerDeposito▇") ), Wells Fargo Bank, N.A., as Master Servicer and State Street HSBC Bank and Trust Company USA, Nationa▇ ▇▇▇ociation, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____-__[ ], Class B_ [ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of [ ] among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1HSBC Bank USA, _____ between the Company (in its capacity as servicer thereunderNationa▇ ▇▇▇ociation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____-__[ ], Class B_ [ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of [ ] among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), W▇▇▇▇ Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1U.S. Bank National Ass▇▇▇▇▇ion, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-199_-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, ____199_ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-199_-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-1, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 28, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Issuer is a trust established under the holder laws of the entire interest in REMIC Mortgage Pass-Through Certificates, Series State of _____-__, Class B____ by CRIIMI MAE CMBS Corp. (the "Class B_ CertificatesCompany"). The Class B_ Certificates were issued , pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Deposit Trust Agreement") , dated as of _________, l99___ 1(the "Deposit Trust Agreement"), between the Company and ______________ between the Company as owner trustee (in its capacity as servicer thereundersuch capacity, the "ServicerOwner Trustee"). Pursuant to the Deposit Trust Agreement, the Company delivered to, and deposited with, the Owner Trustee, as owner trustee, on behalf of the Issuer, certain [provide general description of Mortgage Loans] mortgage loans (the "Mortgage Loans"), which are more specifically identified on Exhibit A hereto and which had been acquired by the Company from _______________ as seller (in such capacity, the "Mortgage Loan Seller") and State Street Bank and Trust Company pursuant to the Mortgage Loan Purchase Agreement, dated as Trustee. of ________________, 199___ (the "Mortgage Loan Purchase Agreement"), between the Company and the Mortgage Loan Seller. Pursuant to a Terms Indenture, dated as of __________, 199__ (the "Terms Indenture"), between the Owner Trustee, as owner trustee, on behalf of the Issuer, and the Trustee, as indenture trustee, on behalf of the Bondholders, which Terms Indenture incorporates by reference the Company's Standard Indenture Provisions, dated as of ___________, 199__ or an affiliate thereof intends to resell all of (the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale"Standard Indenture Provisions"; and, the parties hereto have agreed that Terms Indenture as it incorporates the CompanyStandard Indenture Provisions, as Servicerthe "Indenture"), will engage the Issuer issued collateralized mortgage obligations (collectively, the "Bonds"), in certain special servicing procedures relating to foreclosures for multiple classes (each, a "Class"), secured by a pledge of, among other things, the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth hereinMortgage Loans. [The parties hereto have further agreed that desire to provide for, among other things, the Purchaser will have no rights, servicing and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance administration of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (Loans for so long as the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] Bonds are Outstanding. In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledgedIssuer, the Company Master Servicer, the Special Servicer and the Purchaser Trustee agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.as follows:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____-199_-__, Class B__-B_ (the "Class B__-B_ Certificates"). The Class B__-B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, ____199_ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B__-B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____-199_-__, Class B5 __-B5 (the "Class B5 __-B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B__-B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-10, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of October 30, 2000 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series [_____-__], Class B_ [_____] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of [________ 1] among Wells Fargo Asset Securities Corporation, _____ between the Company as depositor (in its capacity as servicer thereunder, the "ServicerDeposito▇") ), Wells Fargo Bank, N.A., as Master Servicer and State Street HSBC Bank and Trust Company USA, Nationa▇ ▇▇▇ociation, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-26, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of November 23, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____-__[ ], Class B_ [ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of [ ] among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer, and Servicing Agreement") dated as of ________ 1HSBC Bank USA, _____ between the Company (in its capacity as servicer thereunderNation▇▇ ▇▇sociation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or The Company and the Trustee have entered into an affiliate thereof is the holder Indenture, dated as of the entire interest in REMIC Mortgage Pass-Through CertificatesMay 22, Series _____-__, Class B_ 1998 (the "Class B_ CertificatesIndenture"). The Class B_ Certificates were issued pursuant to a Pooling Capitalized terms used herein, not otherwise --------- defined herein, shall have the meanings given them in the Indenture. There have heretofore been no Securities authenticated and Servicing Agreement (delivered by the "Pooling and Servicing Agreement") dated as Trustee under the Indenture. In Section 301 of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all Article Three of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such saleIndenture it is provided, the parties hereto have agreed among other things, that the CompanySecurities may be issued in series, that all Securities of any one series shall be identical, except as Servicerotherwise provided, will engage in certain special servicing procedures relating that the Securities of each series may differ as to foreclosures for the benefit of the Purchaser, terms and provisions thereof and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance maximum amount of the REMIC Mortgage Pass-Through CertificatesSecurities issuable of any series may or may not be limited as the Board of Directors shall determine. In Section 901 of Article Nine of the Indenture it is provided that, Series _____-__among other things, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between that the Company and the Purchaser has been terminated.] In consideration Trustee, from time to time and at any time, subject to the restrictions in the Indenture contained, may enter into one or more Supplemental Indentures , in form satisfactory to the Trustee (which Supplemental Indenture or Indentures shall thereafter form a part of the mutual Indenture) for the following purposes among others: to add to the covenants and agreements herein containedof the Company for the protections of Holders of any series of Securities and to establish the form or terms of Securities of any series. The Company desires, for its corporate purposes, to create and issue under and in accordance with the receipt provisions of the Indenture, up to $450,000,000 aggregate principal amount at maturity of Securities to be known as its 2% Senior Unsecured Convertible Notes due 2003 (the "2003 Convertible Notes") and sufficiency ---------------------- to enter into this First Supplemental Indenture to add to the covenants and agreements of which are hereby acknowledgedthe Company for the protection of the Holders of the 2003 Convertible Notes and to establish the form and terms of the 2003 Convertible Notes. The form, terms and provisions of the Indenture and the execution thereof by the Company have been duly authorized and all things necessary to make this First Supplemental Indenture a valid agreement of the Company and the Purchaser agree that Trustee and a valid amendment of and supplement to the following provisions shall become effective Indenture and shall be binding on and enforceable to make the 2003 Convertible Notes, when authenticated by the Company Trustee, and delivered, the Purchaser upon the acquisition by the Purchaser valid and binding obligations of the Class B_ CertificatesCompany, have been done.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-18, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of June 29, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is Seller owns the holder of the entire interest Golden Eagle refinery, a petroleum coke terminal and related assets in REMIC Mortgage Pass-Through CertificatesContra Costa County, Series _____-__, Class B_ California on which Seller conducts refining and other business activities and operations (the "Class B_ CertificatesREFINERY"). Seller also owns or leases retail assets in California at which fuel products are marketed to retail customers (the "MARKETING ASSETS"). Under the terms of consent decrees entered into with the U.S. Federal Trade Commission ("FTC") and the States of California and Oregon dated November 30, 2001, December 18, 2001 and December 18, 2001, respectively, in connection with the merger (the "MERGER") of Valero Energy Corporation and Ultramar Diamond Shamrock Corporation ("UDS") (collectively, the "CONSENT DECREES" and individually the "FTC CONSENT DECREE," the "CALIFORNIA CONSENT DECREE" and the "OREGON CONSENT DECREE," respectively), Seller has agreed to divest the Refinery and the Marketing Assets (collectively, as defined in the Consent Decrees and as more particularly described herein, the "GOLDEN EAGLE REFINING AND MARKETING ASSETS"). The Class B_ Certificates were issued pursuant Golden Eagle Refining and Marketing Assets and certain related assets are specifically defined in Article 2 and, as so defined, are herein referred to a Pooling and Servicing Agreement (as the "Pooling and Servicing ASSETS." Purchaser desires to purchase the Assets in accordance with the terms of this Agreement") dated as of ________ 1, _____ between . As specified in the Company (in its capacity as servicer thereunderConsent Decrees, the "Servicer"purpose of the transactions contemplated by this Agreement is to provide for the continued use of the Assets as viable, on-going businesses, in the same businesses in which they were engaged at the time the Merger was announced. These businesses include the refining and bulk supply of CARB Gasoline and other petroleum products. The businesses are to be continued by a firm that has sufficient ability and an equivalent incentive to invest and compete in the Assets and businesses as UDS had before the Merger, and to remedy the lessening of competition in the refining and bulk supply of CARB Gasoline and other petroleum products resulting from the Merger. Purchaser recognizes the purpose of the Consent Decrees and specifically affirms as follows: (a) it has the managerial, operational and State Street Bank financial capability to compete effectively as a viable, ongoing refiner and Trust Company as Trustee. ____________________________ or an affiliate thereof bulk supplier of CARB Gasoline; (b) it intends to resell all use the Assets for the purpose of competing effectively in the refining and bulk supplying of CARB Gasoline; and (c) its purchase of the Class B_ Certificates directly Assets will promote competition. Purchaser's execution and delivery of this Agreement to Seller shall constitute a binding and irrevocable agreement to purchase the Purchaser Assets on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, terms and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as conditions set forth hereinin this Agreement. [The parties hereto have further agreed that Concurrently with the execution and delivery of this Agreement, Purchaser will have no rightsis causing Tesoro Petroleum Corporation to execute and deliver to Seller a Guaranty in the form attached here to as Exhibit J, and the Company will have no obligations which guarantees Purchaser's performance under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminatedNote. Concurrently with the execution and delivery of this Agreement, Seller is causing Valero Energy Corporation to execute and deliver to Purchaser a Guaranty in the form attached here to as Exhibit K, which guarantees Seller's performance under this Agreement.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____-__[ ], Class B_ [ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of [ ] among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1HSBC Bank USA, _____ between the Company (in its capacity as servicer thereunderNationa▇ ▇▇▇ociation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser: ARTICLE I

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series [_____-], Class [__, Class B_ ___] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of [________ 1] among Wells Fargo Asset Securities Corporation, _____ between the Company as depositor (in its capacity as servicer thereunder, the "ServicerDeposito▇") ), Wells Fargo Bank, N.A., as Master Servicer and State Street HSBC Bank and Trust Company USA, Nationa▇ ▇▇▇ociation, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser: ARTICLE I

PRELIMINARY STATEMENT. or The Company has duly authorized the creation of an affiliate thereof is the holder issue of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ its Junior Subordinated Debentures Due 2005 (hereinafter called the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing AgreementSecurities") dated as of ________ 1substantially the tenor and amount hereinafter set forth, _____ between and to provide therefor, the Company (in its capacity as servicer thereunderhas duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Securities, when executed by the "Servicer") Company and State Street Bank authenticated and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that delivered hereunder and duly issued by the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit valid obligations of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration to make this Indenture a valid agreement of the mutual Company, in accordance with their and its terms. All covenants and agreements made by the Company herein containedare for the equal and proportionate benefit and security of the Holders (as hereinafter defined) of the Securities. The Company is entering into this Indenture and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Collateral Agent, the holders of the Senior Notes, Fleet National Bank, as Trustee under the Collateralized Note Indenture and Bankers Trust Company, as issuer of letters of credit under that certain Letter of Credit and Reimbursement Agreement dated as of June 22, 1993 between Bankers Trust Company, Huntway Partners, L.P. and Sunbelt Refining Company, L.P., as amended, have entered into that certain Amended and Restated Intercreditor and Collateral Trust Agreement dated as of _____, 1996 (the "Intercreditor Agreement"), setting forth their respective rights with regard to their claims against the assets of the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Sunbelt Refining Company, L.P. ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

PRELIMINARY STATEMENT. or an affiliate thereof is the holder The Trustee on behalf of the Trust will execute and deliver the Bear Stearns Structured Products Inc. Trust, Series 2007-R8, Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Cl▇▇▇ ▇▇▇-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1a, Class V-A-1b, Class V-A-1c, Class V-A-2, Class V-A-3, Class VI-A-1a, Class VI-A-1b, Class VI-A-1c, Class VI-A-2 and Class R Certificates representing in the aggregate the entire interest beneficial ownership the Trust (as defined herein), the primary assets of which are the Underlying Certificates (as defined herein). The Depositor intends to sell some or all of the Certificates. REMIC I As provided herein, the Trustee will elect to treat the segregated pool of assets contained in the Trust Fund consisting of the Underlying Certificates (other than the Underlying Group V Certificates) as a REMIC for federal income tax purposes, designated as "REMIC I". For purposes of the REMIC Provisions, Component I of the Class R Certificates will represent ownership of the sole class of "residual interests" in REMIC Mortgage I. Component I of the Class R Certificates will not bear interest or have a principal amount. The following table irrevocably sets forth the designation, the Uncertificated Pass-Through CertificatesRate (as defined herein) and the initial Uncertificated Principal Balance (as defined herein) for each of the Uncertificated REMIC I Regular Interests (as defined herein), Series _____-__, Class B_ (which are hereby designated as the "Class B_ Certificates"regular interests" in REMIC I. Solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of Distribution Date immediately following the Class B_ Certificates directly to the Purchaser on or promptly after the latest scheduled maturity date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of Underlying Certificates (other than the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Underlying Group V Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between designated as the Company and the Purchaser has been terminated.] In consideration "latest possible maturity date" for each of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ CertificatesUncertificated REMIC I Regular Interests.

PRELIMINARY STATEMENT. or an affiliate thereof (the “Owner”) is the holder of the entire interest in REMIC ChaseFlex Trust Series 2007-2, Multi-Class Mortgage Pass-Through Certificates, Series _____2007-__2, Class B_ [ ] (the "“Class B_ [ ] Certificates"”). The Class B_ [ ] Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of April 1, 2007 (the "“Pooling and Servicing Agreement"”) dated as of ________ 1among Chase Mortgage Finance Corporation, _____ between (the Company (in its capacity “Company”), JPMorgan Chase Bank, N.A., as servicer thereunder(the “Servicer”), JPMorgan Chase Bank, N.A., as custodian, (the "Servicer"“Custodian”), The Bank of New York Trust Company, N.A., as paying agent (the “Paying Agent”) and State Street The Bank and of New York Trust Company Company, N.A., as trustee (the “Trustee”). ____________________________ or an affiliate thereof The Owner intends to resell all of the Class B_ [ ] Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that to the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.following:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-32, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is (a) Not later than 90 days after the holder Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth Buyer’s good faith calculation (the “Preliminary Statement”) of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ Net Working Capital as of the Closing (the "Class “Closing Working Capital”) and the Purchase Price, as adjusted pursuant to Section 2.8, together with a schedule setting forth in reasonable detail the calculations supporting Buyer’s computation thereof. The Closing Working Capital will be determined in accordance with the Applicable Accounting Principles and the manner of calculating Net Working Capital set forth on Exhibit E attached hereto. (b) Within 30 days after delivery of the Closing Statement, either Buyer or Seller may elect to schedule a telephonic or in-person meeting with the other party to discuss the Preliminary Statement and Closing Working Capital and both parties agree to attend such meeting, provided that the requesting party shall provide the nonrequesting party at least seven days notice of such meeting. (c) During Buyer’s preparation of the Preliminary Statement and the period of any review or dispute within the contemplation of this Section 2.7, (i) Buyer will (A) provide Seller and Seller’s authorized representatives with reasonable access to all work papers and records related to the Purchased Assets and the Assumed Liabilities and the preparation of the Preliminary Statement, and (B_ Certificates") cooperate with Seller and Seller’s authorized representatives, including providing, on a timely basis, such additional information as may be reasonably requested by Seller and providing reasonable access to Seller employees, if any, directly responsible for and knowledgeable about the information used in and the preparation of the Preliminary Statement, and (ii) Seller will (A) provide Buyer and Buyer’s authorized representatives with reasonable access to all work papers and records related to the Purchased Assets and the Assumed Liabilities and the preparation of the Preliminary Statement, and (B) cooperate with Buyer and Buyer’s authorized representatives, including providing, on a timely basis, such additional information as may be reasonably requested by Buyer and providing reasonable access to Buyer’s employees, if any, directly responsible for and knowledgeable about the information used in and the preparation of the Preliminary Statement. (d) Subject to the terms and conditions hereof, if, within 45 days following its receipt of the Preliminary Statement, Seller does not dispute in accordance with this Section 2.7 Buyer’s calculation of the Closing Working Capital or Purchase Price set forth thereon, the Preliminary Statement and the Closing Working Capital and Purchase Price set forth thereon will be deemed to be final for all purposes under this Agreement (the Preliminary Statement, Closing Working Capital and Purchase Price set forth thereon determined in accordance with this Section 2.7(d) or as determined in accordance with Section 2.7(e), as the case may be, being the “Final Closing Working Capital Statement”). (e) If Seller elects to dispute the Preliminary Statement or the calculations set forth thereon (any such disputed item being a “Disputed Item”): (i) Seller will notify Buyer in writing within 45 days after Seller’s receipt of the Preliminary Statement, which notice will specify in reasonable detail the nature of the dispute with respect to any Disputed Item. (ii) During the 45 day period following Buyer’s receipt of such notice, Buyer and Seller will attempt to resolve the dispute with respect to any such Disputed Items and to determine the final calculation of Closing Working Capital and the Purchase Price. (iii) If, at the end of the 45 day period specified in subsection (d)(ii) above, Buyer and Seller will have failed to reach a written agreement with respect to all or any portion of such Disputed Items (those items that remain in dispute at the end of such period are the “Unresolved Items”), the Unresolved Items will be referred for resolution to PricewaterhouseCoopers (the “Neutral Auditors”) within ten days of the end of such period. If PricewaterhouseCoopers refuses or is otherwise unable to act as the Neutral Auditors, Seller and Buyer will cooperate in good faith to appoint another independent certified public accounting firm in the United States of national recognition mutually agreeable to Seller and Buyer, in which event “Neutral Auditors” will mean such firm. During the review by the Neutral Auditors, Seller and Buyer will each make available to the Neutral Auditors such individuals and such information, books, records and workpapers as may be reasonably required by the Neutral Auditors to fulfill its obligations hereunder. (iv) Each party hereto agrees to execute, if requested by the Neutral Auditors, a reasonable engagement letter with the Neutral Auditors. The fees and expenses of the Neutral Auditors will be borne by Seller and Buyer in the same proportion that the dollar amount of Unresolved Items lost by a party bears to the total dollar amount of the Unresolved Items. Each party will bear the fees, costs and expenses of its own accountants and all of its other expenses in connection with matters contemplated by this Section 2.7(e)(iv). The Class B_ Certificates were issued pursuant Neutral Auditors will act as an arbitrator to a Pooling determine, based solely on the provisions of this Agreement and Servicing Agreement (the "Pooling presentations by Seller and Servicing Agreement") dated as Buyer, or representatives thereof, and not by independent review, only the resolution of ________ 1, _____ between the Company (in its capacity as servicer thereunderUnresolved Items. In resolving any Unresolved Item, the "Servicer") and State Street Bank and Trust Company as TrusteeNeutral Auditors may not assign a value to such item greater than the greatest value for such item asserted by either party or less than the smallest value for such item asserted by either party. ____________________________ or an affiliate thereof intends The parties will use reasonable efforts to resell all cause the Neutral Auditors to issue their resolution within 30 days after the submission of the Class B_ Certificates directly Unresolved Items to the Purchaser on or promptly after Neutral Auditors. The Neutral Auditors’ resolution of the date hereofUnresolved Items will be set forth in a written statement delivered to Seller and Buyer. In connection with such saleSuch resolution will be deemed to be mutually agreed upon by Buyer and Seller for all purposes of this Agreement and will be final and binding on, and non-appealable by, the parties hereto hereto. Either party will be entitled to have agreed that judgment entered upon such resolution, in a manner consistent with such resolution, in any court having jurisdiction. If the CompanyUnresolved Items are resolved by the Neutral Auditors, as Servicer, the Final Closing Working Capital Statement will engage in certain special servicing procedures relating to foreclosures for the benefit consist of the Purchaser, applicable amounts from the Preliminary Statement (or amounts otherwise agreed to in writing by Seller and Buyer) as to items that have not been submitted for resolution to the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rightsNeutral Auditors, and the Company amounts determined by the Neutral Auditors as to the Unresolved Items that were submitted for resolution by the Neutral Auditors. Any changes to the Preliminary Statement resulting from such resolution of the Unresolved Items will have no obligations be made, and such Preliminary Statement, as so changed, will be the Final Closing Working Capital Statement for all purposes under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminatedAgreement.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2004-6, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 27, 2004 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇▇iation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2005-AR6, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 17, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer, and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇ciation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof ____________________________________is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-30, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of November 24, 1998 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof _________intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-12, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 28, 1998 among Norwest Asset Securities Corporation, as Seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-3, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 30, 2001 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series 2006-AR11, Class [_____-__, Class B_ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of July 28, 2006 among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1HSBC Bank USA, _____ between the Company (in its capacity as servicer thereunderNationa▇ ▇▇▇ociation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. Borrower's legal name (and, if Borrower is comprised of more than one Person, the name of each such Person) is accurately set forth on SCHEDULE 1 hereto. Under its legal name (or an affiliate thereof trade name(s), if any, referenced on SCHEDULE 1), Borrower is engaged in the holder business of operating the restaurant identified by the above-referenced Store Number ("Business") as a franchisee of the entire interest in REMIC Mortgage Passabove-Through Certificates, Series _____-__, Class B_ referenced Franchisor from the parcel of real property identified as the Property on SCHEDULE 1 (the "Class B_ CertificatesProperty"). The Class B_ Certificates were issued pursuant Secured Party is willing to make a Pooling and Servicing Agreement loan(s) (the collectively, "Pooling and Servicing AgreementLoan") to Borrower and Borrower has agreed to evidence such Loan by executing and delivering to Secured Party (i) a Secured Promissory Note in the form of EXHIBIT A ("Note"), dated as of ________ 1the date hereof, _____ between made payable to Secured Party, in the Company original principal amount set forth therein, and for the term and on the terms and conditions set forth therein, and (in its capacity as servicer thereunderii) if applicable, certain other Secured Promissory Notes (collectively, the "ServicerOther Notes") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after ), dated the date hereof. In connection with such sale, made payable to Secured Party, in the parties hereto have agreed that the Companyoriginal principal amount(s) set forth therein, as Servicer, will engage in certain special servicing procedures relating to foreclosures and for the benefit term and on the terms and conditions set forth therein. The Note and the Other Notes, if any, are more particularly described on the attached Exhibit B. As a condition to the making of the PurchaserLoan, Secured Party has requested and that Borrower has agreed to execute and deliver this Security Agreement, which, among other things, grants to Secured Party a security interest in the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures Collateral (as well as all advances and costs in connection therewith, as set forth hereindefined below). [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein containedforegoing, the benefits accruing to Borrower and for other good and valuable consideration, the receipt and sufficiency of which are Borrower hereby acknowledgedacknowledges, the Company and the Purchaser agree that Borrower hereby makes the following provisions shall become effective representations and shall be binding on warranties to Secured Party and enforceable by the Company covenants and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.agrees with Secured Party as follows:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2005-AR5, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 16, 2005 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2003-6, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 28, 2003 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling and Servicing AgreementSeller") dated ), Wel▇▇ ▇▇rgo Bank Minnesota, National Association, as of ________ 1Master Servicer an▇ ▇▇▇hovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-8, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 27, 1998 among Norwest Asset Securities Corporation, as Seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-34, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series 2000-1, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 28, 2000 among Norwest Integrated Structured Assets, Inc., as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-C, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of August 29, 2002 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-8, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of September 28, 2000 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fa▇▇▇ ▇sset Securities Corporation Mortgage Pass-Through Certificates, Series 2004-A, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 14, 2004 among Wells Fa▇▇▇ ▇sset Securities Corporation, as seller (the "Pooling Seller"), Wells Fa▇▇▇ ▇ank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-9, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 29, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertifi▇▇▇▇▇, Series _____-200_-__, Class B____ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, ___, 20__ between the Company among Wells Fargo Asset Securities Corporation, as seller (in its capacity as servicer thereunder, the "ServicerSeller") and State Street ), We▇▇▇ ▇argo Bank and Trust Company Minnesota, National Association, as Master Servicer a▇▇ [▇rustee], as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-6, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 29, 2001 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____-__[ ], Class B_ [ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of [ ] among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1U.S. Bank National Ass▇▇▇▇▇ion, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser: ARTICLE I

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells F▇▇▇▇ Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-33, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of December 21, 2001 among Wells F▇▇▇▇ Asset Securities Corporation, as seller (the "Pooling Seller"), Wells F▇▇▇▇ Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC the GreenPoint Mortgage Securities Inc., GreenPoint Mortgage-Backed Pass-Through Certificates, Series 2003-1, Class ___ Certificates (the “Class _____-__, Class B_ (the "Class B_ Certificates"”). The Class B___ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "“Pooling and Servicing Agreement"”) dated as of ________ August 1, _____ 2003 between the Company (in its capacity as seller and master servicer thereunder, the "“Master Servicer") ”), GreenPoint Mortgage Securities Inc. and State Street Bank and Trust Company JPMorgan Chase Bank, as Trustee. [____________________________ or an affiliate thereof ] intends to resell all of the Class B__ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Master Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B__ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof Pursuant to this Indenture, there is hereby duly authorized the holder execution and delivery of three classes of notes designated as the entire interest in REMIC Mortgage Pass-Through CertificatesIssuer's 6.15% Loan Backed Notes, Series _____2024-__B, Class B_ A (the "Class B_ CertificatesA Notes"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through CertificatesIssuer’s 7.00% Loan Backed Notes, Series _____2024-__B, Class B5 B (the "Class B5 CertificatesB Notes") has been reduced to zeroand the Issuer’s 8.00% Loan Backed Notes, Series 2024-B, Class C (the "Class C Notes" and together with the Class A Notes and the Class B Notes, the "Notes"). All covenants and agreements made by the Issuer herein are for the benefit and security of the Holders of the Notes. The Issuer is entering into this Indenture, and any Special Servicing the Indenture Trustee is accepting the trusts created hereby, for good and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein containedvaluable consideration, the receipt and sufficiency of which are hereby acknowledged. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Holders of the Notes, as their interests may appear, all of the rights, title, interest and benefits of the Issuer whether now existing or hereafter arising in and to (i) the Initial Loans, any Subsequent Loans and any Qualified Substitute Loans, (ii) all Loan Files related to the Loans and any property or assets of the Obligors pledged as collateral under a Loan to secure the repayment of such Loan, including without limitation the related PV System and/or Energy Storage System or Home Sustainability Products, as applicable, each now and hereafter owned, (iii) each Loan Agreement including the right to (a) receive all amounts due under or required to be paid pursuant to such Loan Agreement on and after the related Cut-Off Date (including with respect to a Section 25D Easy Own Plan Solar Loan, all interest capitalized and added to the Loan Balance of such Loan on a Section 25D Credit Payment Date, if any), (b) all security interests, liens and assignments securing payment of such Loan Agreement and (c) all books, records and computer tapes relating to such Loan Agreement, (iv) the Issuer's rights in the Electronic Vault, (v) all rights and remedies under the Contribution Agreement, the Company Performance Guaranty, the Management Agreement, the Servicing Agreement, the Custodial Agreement, any Letter of Credit and all other Transaction Documents, (vi) amounts (including all amounts collected from each Obligor under its Loan Agreement) deposited from time to time into the Purchaser agree that Lockbox Account, the following provisions shall become effective Collection Account, the Reserve Account, the Prefunding Account, the Capitalized Interest Account, the Equipment Replacement Reserve Account, the Section 25D Interest Account and shall be binding on all amounts deposited from time to time and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser all Eligible Investments in each such account, (vii) all other assets of the Class B_ CertificatesIssuer, and (viii) the proceeds of any and all of the foregoing including all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other property (collectively, the "Trust Estate"). Notwithstanding the foregoing, the Trust Estate shall not include (i) any returned items required to be returned to the financial institution maintaining the Lockbox Account, (ii) Obligor Security Deposits on deposit in the Obligor Security Deposit Account nor (iii) amounts received relating to Grid Services. Such Grant is made in trust, to secure payments of amounts due with respect to the Notes ratably and without prejudice, priority or distinction between or among the Notes, and to secure (i) the payment of all amounts on the Notes as such amounts become due in accordance with their terms; (ii) the payment of all other sums payable in accordance with the provisions of this Indenture; and (iii) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such ▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC W▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-H, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of August 22, 2003 among W▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), W▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells ▇▇▇▇▇ Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-19, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of August 30, 2001 among Wells ▇▇▇▇▇ Asset Securities Corporation, as seller (the "Pooling Seller"), Wells ▇▇▇▇▇ Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-3, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of July 28, 2000 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-5, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 27, 2001 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-16, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of September 27, 2002 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series ▇▇▇▇▇s 2005-4, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 30, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Far▇▇ ▇▇nk, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Associ▇▇▇▇▇, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser: ARTICLE I

PRELIMINARY STATEMENT. or an affiliate thereof 1.1 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Inc., a Massachusetts corporation (together with its successors and assigns, the "Company"), is a party to certain Note Purchase Agreements, each dated as of December 17, 1996 (collectively, as amended up to but excluding the holder date hereof, the "Existing Note Purchase Agreement"), entered into with each of the entire interest institutional investors named on Schedule A thereto, pursuant to which the Company issued $35,000,000 in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ aggregate original principal amount of its 7.16% Senior Notes (the "Class B_ CertificatesExisting Notes"). The Class B_ Certificates were issued pursuant to a Pooling institutions named on Annex 1 hereto (together with their respective successors and Servicing Agreement (assigns, the "Pooling and Servicing AgreementNoteholders") were the holders of all of the Existing Notes immediately prior to the substitution of the Existing Notes for the Notes referred to in clause (a) of Paragraph 2. 1. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in that certain Amended and Restated Note Purchase Agreement, dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between among the Company and the Purchaser has been terminatedNoteholders (the "Amended and Restated Note Purchase Agreement").] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the 1.2 The Company and the Purchaser agree Initial Guarantors have requested the Noteholders to enter into the Amended and Restated Note Purchase Agreement with the Company for the purpose of amending certain provisions of the Existing Note Purchase Agreement and amending and restating the Existing Notes; and in order to induce the Noteholders to enter into the Amended and Restated Note Purchase Agreement, each of the Initial Guarantors has agreed to become a Guarantor hereunder and the Company has agreed, pursuant to the Amended and Restated Note Purchase Agreement, that each other Person that at any time becomes a Material Subsidiary (as defined in the following provisions shall Amended and Restated Note Purchase Agreement) will be required to become effective a Guarantor hereunder. 1.3 All acts and shall be binding on proceedings required by law and enforceable by the Company articles of incorporation and by-laws of the Initial Guarantors necessary to constitute this Guaranty a valid and binding agreement for the uses and purposes set forth herein in accordance with its terms have been done and taken, and the Purchaser upon the acquisition execution and delivery hereof has been in all respects duly authorized by the Purchaser of the Class B_ CertificatesInitial Guarantors.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-2, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 30, 2001 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is The Company has duly authorized the holder formation of the entire interest in REMIC Mortgage Trust to issue a Series of Certificates with an aggregate initial principal amount of $161,394,769, to be known as the Senior/Subordinated Pass-Through Certificates, Series _____1997-__, Class B_ I (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant consist of 11 Classes that in the aggregate evidence the entire beneficial ownership interest in the Trust. In accordance with Section 10.01 of the Standard Terms, the Trustee will make an election to treat all of the assets of the Trust as two real estate mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling REMIC will consist of the Distribution Account and the Assets listed on the Asset Schedule attached as Schedule I (as defined below) hereto. The Issuing REMIC will consist of the nine Subaccounts designated as provided herein. The "startup day" of each REMIC for purposes of the REMIC Provisions is the Closing Date. GRANTING CLAUSES To provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, all of the sums distributable under the Pooling and Servicing Agreement (with respect to the "Certificates and the performance of the covenants contained in this Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust and as provided in this Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of the Company's right, title and interest in and to, and any and all benefits accruing to the Company from, (a) the Contracts listed in its capacity as servicer thereunderSchedule IA hereto and the Mortgage Loans (together with the Contracts, the "ServicerAssets") listed in Schedule IB hereto (Schedule IA and State Street Bank Schedule IB shall be collectively referred to herein as "Schedule I"), together with the related Asset Documents, and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all payments thereon and proceeds of the Class B_ Certificates directly conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Purchaser on or promptly Assets after the date hereof. In connection with Cut-off Date, including such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable scheduled payments received by the Company or Seller on or prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cut-off Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or the Distribution Account for the Certificates and all proceeds thereof, whether in the form of cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to the Company under the Sales Agreement with respect to the Assets (provided that the Company shall retain its rights to indemnification from the Seller under such Sales Agreement, but also hereby conveys its rights to such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or FHA Insurance, or any other insurance policy relating to any of the Assets, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or part or are included in the proceeds of any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the "Trust Estate"). The Trustee acknowledges the foregoing, accepts the trusts hereunder in accordance with the provisions hereof and the Purchaser upon Standard Terms and agrees to perform the acquisition by duties herein or therein required to the Purchaser best of its ability to the end that the interests of the Class B_ CertificatesHolders of the Certificates may be adequately and effectively protected.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Asset-Backed Pass-Through Thr▇▇▇▇ Certificates, Series 2005-1, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 25, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇▇iation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities ------- Corporation Mortgage Pass-Through Certificates, Series 1999-7, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 26, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the ------- Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Issuer is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series a statutory trust created by a trust agreement dated [_____-__], Class B_ 20 (as amended, restated, supplemented or otherwise modified from time to time, the "Class B_ CertificatesTrust Agreement"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of , between [________ 1, _____ between the Company ____] (in its capacity as servicer Trustee thereunder, the "ServicerOwner Trustee") and Mid-State Street Bank and Trust Company Capital Corporation, as Grantor. The Issuer will act at all times through the Owner Trustee. The Issuer has entered into an indenture (the "Indenture"), dated as of the date of this Agreement, with [_____________________], as Indenture Trustee (the "Indenture Trustee"), pursuant to which the Issuer intends to issue its $[_______ or an affiliate thereof intends to resell all of the ____] [____]% Asset-Backed Notes, Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such saleA, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. $[The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-_____] [____]% Asset-Backed Notes, Class B5 M-1, $[__________] [___]% Asset-Backed Notes, Class M-2, and $[___________] [___]% Asset-Backed Notes, Class B (the "Class B5 CertificatesNotes") has been reduced ). Pursuant to zerothe Indenture, as security for the Notes, the Issuer is Granting to the Indenture Trustee a security interest in, among other things, certain Mortgage Assets, its rights under this Agreement, the Walter Servicing Agreement, the Collection Account, the Holding Accou▇▇ ▇▇▇ the Hazard Insurance Policies (as such terms are hereinafter defined). The parties desire to enter into this Agreement to provide, among other things, for the servicing of the Accounts by the Servicer. The Servicer acknowledges that, in order further to secure the Notes, the Issuer is Granting to the Indenture Trustee a security interest in, among other things, its rights under this Agreement, and any Special Servicing the Servicer agrees that all covenants and Collateral Fund Agreement in agreements made by the Servicer herein with respect of such Class between to the Company Accounts shall also be for the benefit and the Purchaser has been terminated.] In consideration security of the mutual agreements herein containedIndenture Trustee and Holders of the Notes. For its services hereunder, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ CertificatesServicer will receive a Servicing Fee with respect to each Account serviced hereunder as provided herein.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-10, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 30, 2001 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fa▇▇▇ ▇sset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-5, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 27, 2002 among Wells Fa▇▇▇ ▇sset Securities Corporation, as seller (the "Pooling Seller"), Wells Fa▇▇▇ ▇ank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series _____2001-__16, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-15, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof (the “Owner”) is the holder of the entire interest in REMIC Chase Mortgage Finance Trust Series 2007-S1, Multi-Class Mortgage Pass-Through Certificates, Series _____2007-__S1, Class B_ B-5 (the "“Class B_ B-5 Certificates"”). The Class B_ B-5 Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 1, 2007 (the "“Pooling and Servicing Agreement"”) dated as of ________ 1among Chase Mortgage Finance Corporation, _____ between (the Company (in its capacity “Company”), JPMorgan Chase Bank, N.A., as servicer thereunder(the “Servicer”), JPMorgan Chase Bank, N.A., as custodian, (the "Servicer"“Custodian”), The Bank of New York Trust Company, N.A., as paying agent (the “Paying Agent”) and State Street The Bank and of New York Trust Company Company, N.A., as trustee (the “Trustee”). ____________________________ or an affiliate thereof The Owner intends to resell all of the Class B_ B-5 Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that to the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.following:

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Asset-Backed Pass-Through T▇▇▇▇▇h Certificates, Series [_____-], Class [__, Class B_ ___] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of [________ 1] among Wells Fargo Asset Securities Corporation, _____ between the Company as depositor (in its capacity as servicer thereunder, the "ServicerDeposito▇") ), Wells Fargo Bank, N.A., as Master Servicer and State Street HSBC Bank and Trust Company USA, Nationa▇ ▇▇▇ociation, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder The Company has granted to Employee 55,432 shares of common stock, par value $0.001 per share, of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ Company (the "Class B_ Certificates"“Awarded Shares”) pursuant to the award agreement attached hereto as Exhibit A (the “Award Agreement”), which was authorized and approved by the Compensation Committee of the Board of Directors of the Company (the “Committee”). The Class B_ Certificates Awarded Shares were issued not awarded pursuant to a Pooling and Servicing Agreement (any plan that has heretofore been approved by the "Pooling and Servicing Agreement") dated as stockholders of ________ 1the Company. The premises on which the Company granted Employee the Awarded Shares were based on an administrative oversight in that the number of Awarded Shares, _____ between taken together with similar awards of shares to other employees of the Company (in its capacity as servicer thereunderall such awards of shares and the Awarded Shares, collectively, the "Servicer"“Shares Subject to Ratification”) exceeded the maximum number of shares of Common Stock available for such awards pursuant to the de minimis exception available under Nasdaq Marketplace Rule 4350(i)(A), as in effect at the times such awards were made. At the 2005 annual meeting of stockholders of the Company (the “2005 Annual Meeting”), the Company will request that its stockholders approve a proposal to ratify the awards and State Street Bank and Trust Company as Trusteeissuances of all the Shares Subject to Ratification (the “Proposal”). ____________________________ or an affiliate thereof The Committee has indicated that, following the 2005 Annual Meeting, if the stockholders approve the Proposal at the 2005 Annual Meeting, the Committee currently intends to resell all ratify the grant of the Class B_ Certificates directly Shares Subject to Ratification, including the Purchaser on or promptly after the date hereof. In connection with Awarded Shares, and any and all associated award agreements (such saleCommittee action, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein“Ratification”). [The parties hereto have further agreed concluded that it is in their respective best interests that: (1) pending the Purchaser stockholder vote on the Proposal at the 2005 Annual Meeting, Employee will have no rightsenter into the lockup arrangements and other restrictions this Agreement provides; and (2) if the stockholders of the Company do not approve the Proposal at the 2005 Annual Meeting, (a) the Award Agreement will be rescinded by this Agreement, effective as of the adjournment of the 2005 Annual Meeting, and (b) Employee will return to the Company, and the Company will have no obligations under this Agreement until cancel, all the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminatedAwarded Shares.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is The Seller and WMC Mortgage Corp. ("WMC") are parties to the holder Standard Terms and Conditions of Agreement Effective _________ __, 199_ and the Standard Terms and Conditions of Agreement Effective ________ _, ____ (each a "Standard Terms Agreement") and to various Mortgage Loan Purchase Agreements entered into thereunder. All of the entire interest Mortgage Loans have been previously sold by the Seller to WMC in REMIC accordance with the related Standard Terms Agreement and the related Mortgage Loan Purchase Agreements. WMC has notified the Seller that WMC intends to assign the Mortgage Loans to WMC Secured Assets Corp. (the "Depositor"), and that the Depositor intends to deposit the Mortgage Loans into a trust fund (the "Trust Fund") evidenced by Mortgage Pass-Through Certificates, Series 199_-_____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were will be issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") among the Depositor, [Name of Trustee] as trustee (in such capacity, the "Trustee"), and [Name of Master Servicer], as master servicer (the "Master Servicer"), dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________ 1, 199_ (the "Cut-off Date"). The Certificates are described more fully in the related Prospectus Supplement (the "Prospectus Supplement") dated __________ __, 199_, to the prospectus (the "Prospectus") dated _____________ or an affiliate thereof intends __, 199_. Capitalized terms used but not defined herein shall have the respective meanings assigned in the related Standard Terms Agreements and the Pooling and Servicing Agreement, as applicable. Pursuant to resell the terms of the Pooling and Servicing Agreement, the Depositor shall assign to the Trustee all of the Class B_ Certificates directly its right, title and interest in and to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the PurchaserMortgage Loans, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances other rights and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until (except with respect to its rights to either indemnification or notice) and the Class Certificate Principal Balance Trustee shall succeed to such right, title and interest and rights and obligations hereunder of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (Depositor. Pursuant to the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein containedforegoing, the receipt and sufficiency of which are Seller hereby acknowledged, certifies to the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.following:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells ▇▇▇▇o Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-25, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of September 28, 2001 among Wells ▇▇▇▇o Asset Securities Corporation, as seller (the "Pooling Seller"), Wells ▇▇▇▇o Bank Minnesota, National Association, as Master Servicer, and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2004-S, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of August 30, 2004 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇▇iation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof (the "Purchaser") is the holder of the entire interest in REMIC Banc of America Funding Corporation; Mortgage Pass-Through Certificates, Series _____-__, Class B____ (the "Class B___ Certificates"). The Class B__ Certificates were issued pursuant to a Pooling and Servicing Agreement Agreement, dated October 29, 2004, among Banc of America Funding Corporation, as depositor (the "Pooling and Servicing AgreementDepositor") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder), the "Master Servicer") , Wells Fargo Bank, N.A., as securities administrator, and State Street Bank and Trust Company Wachovia Bank, ▇▇▇▇onal Association, as Trustee. ____________________________ or an affiliate thereof intends The Purchaser has requested the Master Servicer to resell all of engage the Class B_ Certificates directly Loss Mitigation Advisor, at the Purchaser's expense, to assist the Purchaser on or promptly after the date hereof. In connection Master Servicer with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating respect to foreclosures default management and reporting situations for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company Master Servicer hereby engages the Loss Mitigation Advisor to provide advice in connection with default management and reporting situations with respect to defaulted loans, including providing to the Purchaser agree Master Servicer recommendations with respect to foreclosures, the acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure and deficiency notes, as well as with respect to the sale of REO properties. The Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that the following provisions shall become effective and shall its fees will be binding on and enforceable by the Company and the Purchaser upon the acquisition paid by the Purchaser and not the Master Servicer, and that it will not look to the Master Servicer for financial remuneration. It is the intent of the parties to this Agreement that the services of the Loss Mitigation Advisor are provided without fee to the Master Servicer for the benefit of the Purchaser for the life of the Class B__ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-10, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 29, 2002 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is The Issuer has duly authorized the holder execution and delivery of the entire interest in REMIC Mortgage Passthis Indenture to provide for its Asset-Through CertificatesBacked Notes, Series _____1999-__, Class B_ 2 (the "Class B_ CertificatesNotes"), issuable in two Classes as provided in this Indenture. The Class B_ Certificates were issued pursuant to a Pooling All covenants and Servicing Agreement (agreements made by the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures Issuer herein are for the benefit and security of the Purchaser, Holders of the Notes and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth hereinNote Insurer. [The parties hereto have further agreed that the Purchaser will have no rightsIssuer is entering into this Indenture, and the Company will have no obligations under this Agreement until Indenture Trustee is accepting the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificatestrusts created hereby, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, for good and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein containedvaluable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary to make this Indenture a valid agreement of the Issuer in accordance with its terms have been done. GRANTING CLAUSE The Issuer hereby Grants to the Indenture Trustee, for the exclusive benefit of the Holders of the Notes and the Note Insurer, without recourse but subject to the terms and provisions of this Agreement, all of the Issuer's right, title and interest in and to (a) the Additional Mortgage Loans (as from time to time may be Granted by the Issuer) and all Qualified Replacement Mortgage Loans (as from time to time may be Granted by the Issuer) (including property that secures a Mortgage Loan that becomes an REO Property), including the related Mortgage Files delivered or to be delivered to the Indenture Trustee or its custodian pursuant to the Sponsor Sale Agreement, all payments of principal and interest due after the applicable Cut-off Date for each Mortgage Loan and all other proceeds received in respect of such Mortgage Loans, (b) the AMBAC Insurance Policy, (c) the Servicing Agreement, (d) the Cap Agreement, (e) Sections 2, 3, 4, 7, 10 and 13 of the Company Sale Agreement, (f) Sections 2, 3, 4, 7, 10 and 13 of the Sponsor Sale Agreement, (g) Sections 2, 3, 4, 7, 10 and 13 of the Funding Co. Sale Agreement, (h) the Insurance Policies, (i) all cash, instruments or other property held or required to be deposited in the Collection Account, the Company Note Accounts and the Purchaser agree Reserve Account, including all investments made with funds in such accounts (but not including any income on funds deposited in, or earnings on, investments made with funds deposited in, the Collection Account, which income shall belong to and be for the account of the Servicer, and not including any income on funds deposited in, or earnings on investments made with funds deposited in the Note Accounts, which income shall belong to and be for the account of the Issuer) and (j) all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or other liquid assets, including, without limitation, all insurance proceeds and condemnation awards. Such Grants are made, however, in trust, to secure the Notes equally and ratably without prejudice, priority or distinction between any Note and any other Note by reason of difference in time of issuance or otherwise, and for the benefit of the Note Insurer to secure (x) the payment of all amounts due on the Notes in accordance with their terms, (y) the payment of all other sums payable under this Indenture and (z) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such ▇▇▇▇▇, accepts the trusts hereunder in accordance with the provisions of this Indenture and agrees to perform the duties herein required in order that, and for the purpose that, the interests of the Holders of the Notes may be adequately and effectively protected. The Indenture Trustee agrees that it will hold the following provisions shall become effective AMBAC Insurance Policy in trust and shall be binding on that it will hold any proceeds of any claim upon the AMBAC Insurance Policy, solely for the use and enforceable by benefit of the Company Noteholders in accordance with the terms hereof and the Purchaser upon AMBAC Insurance Policy. In connection with the acquisition by Grant set forth above, the Purchaser Issuer does hereby deliver to, and deposit with the Custodian as the agent of the Class B_ CertificatesIndenture Trustee, the Mortgage Files.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1997-8, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1May 28, _____ between the Company 1997 among Norwest Asset Securities Corporation, as Seller (in its capacity "NASCOR"), Norwest Bank Minnesota, National Association, as servicer thereunderMaster Servicer, the "Servicer") First Union National Bank of North Carolina, as Trust Administrator and State Street Bank and Firstar Trust Company Company, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof Reference is made to the holder of the entire interest Existing Credit Agreement (such term, and all other capitalized terms in REMIC Mortgage Pass-Through Certificatesthis preliminary statement, Series _____-__, Class B_ (the "Class B_ Certificates"being used as hereinafter defined). The Class B_ Certificates were issued pursuant Borrower has requested the Lenders to a Pooling amend and Servicing restate the Existing Credit Agreement in the form hereof and, subject to the terms and conditions of this Agreement, to continue to extend credit to the Borrower, in the aggregate principal amount of up to $500,000,000, in the form of (i) Term Loans made by the "Pooling Lenders in an aggregate principal amount not in excess of $300,000,000 (subject to certain limitations specified herein), (ii) Revolving Loans made and Servicing Agreement"to be made by the Lenders in an aggregate principal amount at any time outstanding not in excess of $200,000,000 (subject to certain limitations specified herein), (iii) dated as Swingline Loans made and to be made by the Swingline Lender in an aggregate principal amount not in excess of ________ 1, _____ between the Company $15,000,000 (in its capacity as servicer thereunder, the "Servicer"subject to certain limitations specified herein) and State Street Bank (iv) Letters of Credit issued and Trust Company as Trusteeto be issued by the Issuing Banks in an aggregate amount at any time outstanding not in excess of $100,000,000 (subject to certain limitations specified herein); provided that the sum of Revolving Loans, Swingline Loans and Letters of Credit shall not exceed $200,000,000. ____________________________ or an affiliate thereof intends to resell all The additional Term Loans and a portion of the Class B_ Certificates directly additional Revolving Loans made under this Agreement will be used by the Borrower to consummate the Redemption. The balance of the proceeds of any Revolving Loans and Swingline Loans to be made by the Lenders will be used by the Borrower to make cash payments to the Purchaser on or promptly after Parent Corporation to repurchase up to $40,000,000 of the date hereofParent Corporation's common stock, to make Permitted Acquisitions and for general corporate purposes, including to finance the working capital requirements of the Borrower. In connection with such saleLetters of Credit shall be issued only for general corporate purposes in the ordinary course of business of the Borrower. Accordingly, the parties hereto have agreed that the Company, agree as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.follows:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells F▇▇▇▇ Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2004-3, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 30, 2004 among Wells F▇▇▇▇ Asset Securities Corporation, as seller (the "Pooling Seller"), Wells F▇▇▇▇ Bank, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Company at the Closing Date is the holder owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will acquire the Certificates from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the sale to the Trust of the Mortgage Loans and certain other assets and (ii) the issuance to the Company of the Certificates, representing in the aggregate the entire beneficial interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (I. The Company and the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Servicer are entering into this Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company Trustee and the Purchaser has been terminated.] In consideration of Delaware Trustee are each accepting the mutual agreements herein containedtrust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated [____], and a Prospectus Supplement, dated [____], of the Company (together, the Company “Prospectus”). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated [____]. The Trust created hereunder is the “Trust” described in the Prospectus and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company Private Placement Memorandum and the Purchaser upon Certificates are the acquisition by “Certificates” described therein. The following table sets forth the Purchaser designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the Certificates: Class B_ Certificates.[__] [____] [____] (2) $[____] [____]

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2004-N, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of July 29, 2004 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇▇iation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 20[__]-[__], Class _____-__, Class B_ (the "“Class B_ B Certificates"”). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of [________ 1_] among ▇▇▇▇▇ Fargo Asset Securities Corporation, as depositor (the “Depositor”), [_____ between the Company (in its capacity ____], as servicer thereunderMaster Servicer and [________], the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related “Servicer”), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related “Servicing Agreement”), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Issuer is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series a statutory trust created by a trust agreement dated [_____-_], 20_, Class B_ (as amended, restated, supplemented or otherwise modified from time to time, the "Class B_ CertificatesTrust Agreement"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of , between [________ 1, _____ between the Company ____] (in its capacity as servicer Trustee thereunder, the "ServicerOwner Trustee") and Mid-State Street Bank and Trust Company Capital Corporation, as Grantor. The Issuer will act at all times through the Owner Trustee. The Issuer has entered into an indenture (the "Indenture"), dated as of the date of this Agreement, with [_____________________], as Indenture Trustee (the "Indenture Trustee"), pursuant to which the Issuer intends to issue its $[_______ or an affiliate thereof intends to resell all of the ____] [____]% Asset-Backed Notes, Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such saleA, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. $[The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-_____] [____]% Asset-Backed Notes, Class B5 M-1, $[__________] [___]% Asset-Backed Notes, Class M-2, and $[___________] [___]% Asset-Backed Notes, Class B (the "Class B5 CertificatesNotes") has been reduced ). Pursuant to zerothe Indenture, as security for the Notes, the Issuer is Granting to the Indenture Trustee a security interest in, among other things, certain Mortgage Assets, its rights under this Agreement, the Mid-State Servicing Agreement, the Collection Account, the Holding Account and the Hazard Insurance Policies (as such terms are hereinafter defined). The parties desire to enter into this Agreement to provide, among other things, for the servicing of the Mortgage Loans by the Servicer. The Servicer acknowledges that, in order further to secure the Notes, the Issuer is Granting to the Indenture Trustee a security interest in, among other things, its rights under this Agreement, and any Special Servicing the Servicer agrees that all covenants and Collateral Fund Agreement in agreements made by the Servicer herein with respect of such Class between to the Company Mortgage Loans shall also be for the benefit and the Purchaser has been terminated.] In consideration security of the mutual agreements herein containedIndenture Trustee and Holders of the Notes. For its services hereunder, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ CertificatesServicer will receive a Servicing Fee with respect to each Mortgage Loan serviced hereunder as provided herein.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2003-4, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 29, 2003 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling and Servicing AgreementSeller") dated ), Wel▇▇ ▇▇rgo Bank Minnesota, National Association, as of ________ 1Master Servicer an▇ ▇▇▇hovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof Seller is a Party to not less than one thousand five hundred seventeen (1,517) automated teller machines ("ATM") processing merchant contracts and ATM placement agreements (collectively, the "Merchant Contracts"). Seller is a Party to not less than fifty-three (53) distributor contracts ("Distributor Contracts"). Seller owns certain (a) ATMs that are placed in merchant locations and ATMs in its inventory; (b) ATM spare parts, ATM repair equipment and ATM test equipment, and (c) modems connected to the ATMs, and all systems related thereto (collectively, the "Equipment"). Pursuant to the Merchant Contracts and Distributor Contracts, Seller has agreed to provide a variety of services including, but not limited to, processing services, cash services, maintenance services, prepaid cellular services, debit card services, phone card services, internet services, check cashing services, and wire transfer services for ATMs covered under the Merchant Contracts and the Distributor Contracts. See Exhibit A for the list of Merchant Contracts and dates of those Contracts. See Exhibit B for the list of Distributor Contracts and dates of those Contracts. Seller desires to assign and sell, and Buyer has agreed to assume and purchase, (i) all of Seller's rights and obligations in and to the Merchant Contracts, (ii) all of Seller's rights and obligations in and to the Distributor Contracts, (iii) all of Seller's rights in and to the Equipment, (iv) the right to have the phone lines in which Seller is the holder responsible organization and which are used in connection with the Merchant Contracts and Distributor Contracts transferred to Buyer or its designee, (v) all of Seller's rights and obligations in and to the entire interest toll free 800 number in REMIC Mortgage Passwhich Seller is the responsible organization and which is used in connection with the Merchant Contracts and/or Distributor Contracts, (vi) all of Seller's rights and obligations in and to the brand name and trademark "Amer-Through Certificatese-com Digital Corporation", Series _____(vii) all of Seller's rights and obligations in and to the Seller's website, website address and e-__mail accounts, Class B_ (viii) certain contracts related to the Merchant Contracts, Distributor Contracts, and Equipment including, but not limited to, ATM and/or processing and/or cash services distributor agreements, processor agreements, financial institution sponsorship agreements, ATM lease agreements, ATM maintenance agreements, ATM supply agreements, ATM signage agreements, armored car agreements, and vault cash agreements (collectively, the "Service Contracts"), in each case, subject to the terms and conditions contained in this Agreement, (ix) all of Seller's rights and obligations in and to software, licenses and assets related to ancillary products sold and services provided by Seller including, without limitation, prepaid cellular, debit cards, phone cards, internet, check cashing, and wire transfer, and (x) all of Seller's rights and obligations in additional ATM processing Merchant Contracts and ATM placement agreements selected by Buyer that are entered into by Seller prior to the date the transaction is effective ("Effective Date") (the "Class B_ CertificatesPost-Signing Merchant Contracts"). The Class B_ Certificates were issued pursuant ) and all of Seller's rights and obligations in additional Distributor Contracts selected by Buyer that are entered into by Seller prior to a Pooling and Servicing Agreement the Effective Date (the "Pooling and Servicing AgreementPost-Signing Distributor Contracts") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated).] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2005-AR2, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 16, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇▇iation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-7, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of September 28, 2000 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof Pursuant to this Indenture, there is hereby duly authorized the holder execution and delivery of seven Classes of Notes, designated as Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes, Class A-4-A Notes, Class A-4-B Notes and Class B Notes. All covenants and agreements made by the Issuer herein are for the benefit and security of the entire interest in REMIC Mortgage Pass-Through CertificatesHolders of the Class A Notes, Series _____-__as further defined herein, and the Class B_ B Notes, the Swap Counterparty (as specified herein) and the "Class B_ Certificates"Note Insurer (as specified herein). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rightsIssuer is entering into this Indenture, and the Company will have no obligations under this Agreement until Indenture Trustee is accepting the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificatestrusts created hereby, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, for good and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein containedvaluable consideration, the receipt and sufficiency of which are hereby acknowledged. The Issuer hereby Grants to the Indenture Trustee, for the Company and benefit of the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser Holders of the Class B_ CertificatesA Notes and the Class B Notes, as their interests appear, and, subject to the provisions hereof, for the benefit of the Note Insurer and the Swap Counterparty (in the case of the Swap Counterparty, until such time as the Interest Rate Swap Agreement has been terminated and all amounts owed to the Swap Counterparty have been paid in full), all of the Issuer's right, title and interest in and to: GRANTING CLAUSE FIRST All of the Issuer's right, title and interest, whether now or hereafter existing, in and to (a) the Receivables identified on the Schedule of Receivables absolutely assigned by the Transferor to the Seller and contributed by the Seller to the Issuer from time to time and all moneys received thereon (including amounts received on any Extended Service Agreements relating thereto) after the respective Cutoff Dates (except for interest accrued as of the applicable Cutoff Date if paid by the respective Obligor after such Cutoff Date, which will be paid to the Transferor); (b) the security interest in the Financed Vehicles granted by the Obligors pursuant to the Receivables and all Certificates of Title to such Financed Vehicles; (c) the interest of the Issuer in any proceeds from claims on any risk default, physical damage, credit life, disability or other insurance policies covering the Financed Vehicles or the Obligors or refunds in connection with Extended Service Agreements relating to Defaulted Receivables from the respective Cutoff Dates; (d) any property (including the right to receive future Liquidation Proceeds) that shall secure a Receivable; (e) the Contribution Agreement, the Transfer and Assignment Agreement and the Dealer Agreements (to the extent related to the Receivables); (f) the original Contracts relating to the Receivables; and (g) the Interest Rate Swap Agreement; GRANTING CLAUSE SECOND All funds deposited in the Accounts and Eligible Investments thereof, to the extent provided in this Indenture, and proceeds thereof; 2003-A Indenture GRANTING CLAUSE THIRD The rights and benefits of the Issuer under the Servicing Agreement and the Limited Guaranty; GRANTING CLAUSE FOURTH Any recourse at law, in equity or by contract to the Seller, COAF or Dealers whether pursuant to the Contribution Agreement, the Transfer and Assignment Agreement, Dealer Agreements (to the extent related to the Receivables) or otherwise; and GRANTING CLAUSE FIFTH All proceeds of the conversion, voluntary or involuntary, of any or all of the foregoing into cash or other property whether now existing or hereinafter arising (collectively, the "Collateral"). Such Grants are made in trust, to secure payments of amounts due with respect to the Class A Notes and the Class B Notes ratably and without prejudice, priority or distinction between the Class A Notes and the Class B Notes (except that payments with respect to principal on the different Classes of Class A Notes shall be subject to the priority of payments set forth herein and payments of principal with respect to the Class B Notes shall be subordinate to payments of principal and interest with respect to the Class A Notes and to the Note Insurer's rights to Premiums and Reimbursement Obligations, all to the extent provided herein), and to secure (i) the payment of all amounts scheduled to be made on the Class A Notes and the Class B Notes as such amounts become due in accordance with their terms, (ii) the payment of all amounts payable to the Swap Counterparty under the Interest Rate Swap Agreement, (iii) the payment of all other sums payable in accordance with the provisions of this Indenture, including, but not limited to, Reimbursement Obligations and reimbursements to the Note Insurer for Swap Termination Payments paid under the Swap Policy, and (iv) compliance with the provisions of this Indenture, all as provided in this Indenture. The Indenture Trustee acknowledges such Grants, accepts the trusts hereunder in accordance with the provisions of this Indenture, and agrees to perform the duties herein required pursuant to the terms and provisions of this Indenture and subject to the conditions hereof to the end that the interests of the Holders of the Notes may be adequately and effectively protected. Without limiting the foregoing Grant, any Receivable repurchased by the Seller pursuant to Section 7.02 of the Contribution Agreement shall be deemed to be automatically released from the Lien of this Indenture without any action being taken by the Indenture Trustee upon deposit into the Collection Account of the Related Purchase Price for such Repurchased Receivable. PROVIDED, HOWEVER, that if there shall well and truly be paid the principal of the Class A Notes and the Class B Notes and the interest payable or to become payable on the Class A Notes, at the times and in the manner mentioned in the Notes, according to the true intent and meaning thereof, the Interest Rate Swap Agreement shall be terminated and all amounts payable thereunder to the Swap Counterparty shall be paid in full and the Issuer shall cause all Reimbursement Obligations and reimbursement for all Swap Termination Payments paid under the Swap Policy to be paid to the Note Insurer and payments shall be made into the Revenue Fund as required under this Indenture and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by the Issuer, and the Issuer shall pay or cause to be paid to the Indenture Trustee and all of its agents for the registration, authentication, transfer or exchange of the Class A Notes and the Class B Notes all sums of money due or to become due to it or them in accordance with the terms and provisions hereof, then this Indenture and the rights hereby granted shall cease, terminate and be void; otherwise, except as provided in Article XIV hereof, this Indenture shall be and remain in full force and effect.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-2, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 27, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells ▇▇▇▇o Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-18, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of August 30, 2001 among Wells ▇▇▇▇o Asset Securities Corporation, as seller (the "Pooling Seller"), Wells ▇▇▇▇o Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder 1.1 The Hawk Group of the entire interest in REMIC Mortgage Pass-Through CertificatesCompanies, Series _____-__Inc. (together with its successors and assigns, Class B_ (the "Class B_ CertificatesCOMPANY"). The Class B_ Certificates were issued , a Delaware corporation, has authorized the issuance of its 12% Senior Subordinated Notes due June 30, 2005 (as may be amended or restated from time to time, the "SUBORDINATED NOTES"), in the aggregate principal amount of Thirty Million Dollars ($30,000,000) pursuant to a Pooling the separate Senior Subordinated Note and Servicing Agreement Warrant Purchase Agreements (collectively, as may be amended or restated from time to time, the "Pooling and Servicing AgreementNOTE PURCHASE AGREEMENT") ), each dated as of ________ 1June 30, _____ between the Company (in its capacity as servicer thereunder1995, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration each of the mutual agreements herein containedpurchasers listed on Annex 1 thereto (individually, a "PURCHASER," and collectively, the receipt and sufficiency of which are hereby acknowledged"PURCHASERS"). 1.2 In order to induce the Purchasers to purchase the Subordinated Notes, the Company has agreed, pursuant to the Note Purchase Agreement, that certain Subsidiaries (including the Guarantor) will be required to guaranty unconditionally all of the obligations of the Company under and in respect of the Subordinated Notes and the Purchaser agree that Note Purchase Agreement pursuant to the following terms and provisions shall become effective hereof. 1.3 All acts and shall be proceedings required of the Guarantor by the certificate or articles of incorporation, as the case may be, the bylaws of the Guarantor and by law necessary to constitute this Guarantee Agreement a valid and binding on agreement for the uses and enforceable purposes set forth herein in accordance with its terms have been done and taken, and the execution and delivery hereof has been in all respects duly authorized. 1.4 The Guarantor and the Company are operated as part of one consolidated business entity and are directly dependent upon each other for and in connection with their respective business activities and their respective financial resources. The Guarantor will receive direct and indirect economic, financial and other benefits from the indebtedness incurred under the Note Purchase Agreement and the Subordinated Notes by the Company and the Purchaser upon incurrence of such indebtedness is in the acquisition by the Purchaser best interests of the Class B_ CertificatesGuarantor. The Purchasers have agreed with the Company to purchase the Subordinated Notes based on the consolidated financial condition of the Company and its Subsidiaries, including, but not limited to, the Guarantor.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-11, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 29, 2002 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fa▇▇▇ ▇sset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-C, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 30, 2003 among Wells Fa▇▇▇ ▇sset Securities Corporation, as seller (the "Pooling Seller"), Wells Fa▇▇▇ ▇ank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or The Borrowers and the Lender are parties to an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling Amended and Servicing Restated Loan and Security Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1December 20, _____ between the Company 1996, as amended by Amendment No. 1 dated as of January 31, 1997, Amendment No. 2 dated as of March 13, 1997, Amendment No. 3 dated as of July 31, 1997, Amendment No. 4 dated as of March 13, 1998, and Amendment No. 5 dated as of July 14, 1998 (in its capacity as servicer thereunderso amended, the "ServicerLoan Agreement"; terms defined therein and not otherwise defined herein being used herein as therein defined). Events of Default have occurred and are continuing under the Loan Agreement. Specifically, Section 10.1 (b)(ii) of the Loan Agreement required as of June 30, 1998 that the Tangible Net Worth of the Domestic Business of Ridgeview and State Street Bank its U.S. Subsidiaries be $17,415,385; such Tangible Net Worth was reported to the Lender as $15,517,086. Further, Section 10.1(b)(iii) of the Loan Agreement required that the Fixed Charge Ratio of the Domestic Business of Ridgeview and Trust Company its U.S. Subsidiaries as Trusteeof June 30, 1998 be greater than 1.25 to 1; such ratio was reported to the Lender as -0.87 to 1. ____________________________ This Agreement constitutes written notice to the Borrowers of the foregoing Events of Default, which Events of Default, and any continuation or an affiliate thereof intends repetition of such Events of Default, are referred to resell hereinafter as the "Forbearance Defaults." The Borrowers have requested, and the Lender has agreed, upon and subject to all of the Class B_ Certificates directly terms, conditions and provisions of this Agreement, to forbear for a specified period from exercising the various rights and remedies available to the Purchaser on or promptly after Lender when an Event of Default has occurred and is continuing under the date hereofLoan Agreement. In connection with such saleAccordingly, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the Loans, the mutual agreements herein containedundertakings hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser parties agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.as follows:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-8, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. _____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____2006-__6, Class B_ [ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of April 27, 2006 among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1HSBC Bank USA, _____ between the Company (in its capacity as servicer thereunderNationa▇ ▇▇▇ociation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-20__-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, ___20__ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-20__-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is The Company has duly authorized the holder formation of the entire interest in REMIC Mortgage Trust to issue a Series of Certificates with an aggregate initial principal amount of $229,392,046, to be known as the Senior/Subordinated Pass-Through Certificates, Series _____1998-__, Class B_ I (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant consist of 12 Classes that in the aggregate evidence the entire beneficial ownership interest in the Trust. In accordance with Section 10.01 of the Standard Terms, the Trustee will make an election to treat all of the assets of the Trust as two real estate mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling REMIC will consist of the Distribution Account and the Assets listed on the Asset Schedule attached as Schedule I (as defined below) hereto. The Issuing REMIC will consist of the ten Subaccounts designated as provided herein. The "startup day" of each REMIC for purposes of the REMIC Provisions is the Closing Date. GRANTING CLAUSES To provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, all of the sums distributable under the Pooling and Servicing Agreement (with respect to the "Certificates and the performance of the covenants contained in this Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust and as provided in this Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of the Company's right, title and interest in and to, and any and all benefits accruing to the Company from, (a) the Contracts listed in its capacity as servicer thereunderSchedule IA hereto and the Mortgage Loans (together with the Contracts, the "ServicerAssets") listed in Schedule IB hereto (Schedule IA and State Street Bank Schedule IB shall be collectively referred to herein as "Schedule I"), together with the related Asset Documents, and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all payments thereon and proceeds of the Class B_ Certificates directly conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Purchaser on or promptly Assets after the date hereof. In connection with Cut-off Date, including such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable scheduled payments received by the Company or Seller on or prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cut-off Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or the Distribution Account for the Certificates and all proceeds thereof, whether in the form of cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to the Company under the Sales Agreement with respect to the Assets (provided that the Company shall retain its rights to indemnification from the Seller under such Sales Agreement, but also hereby conveys its rights to such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or FHA Insurance, or any other insurance policy relating to any of the Assets, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or part or are included in the proceeds of any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the "Trust Estate"). The Trustee acknowledges the foregoing, accepts the trusts hereunder in accordance with the provisions hereof and the Purchaser upon Standard Terms and agrees to perform the acquisition by duties herein or therein required to the Purchaser best of its ability to the end that the interests of the Class B_ CertificatesHolders of the Certificates may be adequately and effectively protected.

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series 2006-AR6, Class [_____-__, Class B_ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 30, 2006 among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1U.S. Bank National Ass▇▇▇▇▇ion, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Passasset-Through backed pass-through Certificates, Series _____-200__-__, Class B____ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ___________, 20__ 1among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and_______________ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Multi-Class Pass-Through Certificates, Series 1998-HE1, Class _____-__, Class B-B_ (the "Class B__-B_ Certificates"). The Class B__-B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ March 1, _____ 1998 between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street The First National Bank and Trust Company of Chicago as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B__-B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Multi-Class Pass-Through Certificates, Series 1998-HE1, Class _____-__, Class B5 -B5 (the "Class B5 __-B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B__-B_ Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-5, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1February 26, _____ between the Company 1998 among Norwest Asset Securities Corporation, as Seller (in its capacity "NASCOR"), Norwest Bank Minnesota, National Association, as servicer thereunderMaster Servicer and First Union National Bank, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____-199_-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, ____199_ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____-199_-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.. ARTICLE I

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-9, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of October 30, 2000 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-33, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series _____1997-__1, Class B_ ---- (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1January 30, _____ between the Company 1997 among Norwest Asset Securities Corporation, as Seller (in its capacity "NASCOR"), Norwest Bank Minnesota, National Association, as servicer thereunderMaster Servicer, the "Servicer") First Union National Bank of North Carolina, as Trust Administrator and State Street Bank and Firstar Trust Company Company, as Trustee. ____________________________ or an affiliate thereof ------------------------ intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser: