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 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 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 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 (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 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) Tiffany & Co., a Delaware corporation (together with its ▇▇ccessors and assigns, the holder "Company"), has authorized the issuance of its (i) 9.05% Series A Senior Notes due December 23, 2015 in the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ aggregate principal amount of One Hundred Million Dollars ($100,000,000) (the "Class B_ CertificatesSeries A Notes") and (ii) additional senior promissory notes in the aggregate principal amount of Fifty Million Dollars ($50,000,000) (the "Shelf Notes" and together with the Series A Notes, collectively, and as may be amended or restated from time to time, the "Notes"). The Class B_ Certificates were issued , pursuant to a Pooling Note Purchase and Servicing Agreement Private Shelf Agreement, of even date herewith (as may be amended or restated from time to time, the "Note Purchase Agreement'), between the Company and, with respect to the Series A Notes, the respective purchasers listed on Schedule A attached thereto (the "Pooling and Servicing AgreementSeries A Purchasers") dated as and, with respect to any Accepted Note, the respective purchasers listed on the Purchaser Schedule attached to the applicable Confirmation of ________ 1Acceptance (the "Shelf Note Purchasers" and, _____ between together with the Company (in its capacity as servicer thereunderSeries A Purchasers, the "ServicerPurchasers"). (b) and State Street Bank and Trust In order to induce the Purchasers to purchase the Notes from the Company, the Company as Trustee. ____________________________ or an affiliate thereof intends has agreed that it will cause each Guarantor to resell guaranty unconditionally all of the Class B_ Certificates directly obligations of the Company to pay principal of and interest and Make-Whole Amount on the Notes and all other amounts payable by the Company under the terms of the Notes and the Note Purchase Agreement pursuant to the Purchaser on or promptly after terms and provisions hereof. (c) Each Guarantor and the date hereof. In Company are operated as part of one combined business group and are directly dependent upon each other for and in connection with such saletheir respective business activities and their respective financial resources. Each Guarantor will receive direct and indirect economic, financial and other benefits from the parties hereto have agreed that indebtedness incurred under the Note Purchase Agreement and the Notes by 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 rightsunder this Guaranty by each Guarantor, and the incurrence of such indebtedness is in the best interests of each Guarantor. The Company will and each Guarantor have no obligations under induced the Purchasers to purchase the Notes based on the consolidated financial condition of each Guarantor and the Company. (d) All acts and proceedings required by law and by the certificate of incorporation and bylaws of each Guarantor necessary to constitute this Agreement until Guaranty a valid and binding agreement for the Class Certificate Principal Balance of uses and purposes set forth herein in accordance with its terms have been done and taken, and the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") execution and delivery hereof 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 terminatedall respects duly authorized.] 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 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 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 [__, 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 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 (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 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 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 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 1999-1, 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 is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2004-R, 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 Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____2006-__AR5, 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 23, 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 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 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 is the holder of the entire interest in REMIC Wells F▇▇▇▇ Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-12, 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 June 28, 2002 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 ________ 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 (i) Not later than 120 days after the holder Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative 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 B_ Certificates"“Closing Working Capital”), together with a schedule setting forth in reasonable detail the calculations supporting Buyer’s computation thereof. The Closing Working Capital shall be determined in accordance with the Applicable Accounting Principles and the manner of calculating Net Working Capital set forth in Schedule 2.3(a). (ii) Sellers shall cooperate with Buyers in the preparation of the Preliminary Statement. Each Party shall provide the other Party and such other Party’s accountants reasonable access, following reasonable advance notice during normal business hours (and subject to the provisions of Section 6.3), to its records and work papers for the purpose of preparing and reviewing the Preliminary Statement and shall promptly respond to all reasonable inquiries of the other Party with respect thereto. (iii) Subject to the terms and conditions hereof, if the Sellers’ Representative does not deliver an NWC Objection Notice (as defined below) within 30 days following its receipt of the Preliminary Statement, the Preliminary Statement and the Closing Working Capital set forth thereon shall be deemed to be final for all purposes under this Agreement (the final Preliminary Statement and Closing Working Capital set forth thereon determined in accordance with this Section 2.3(b)(iii) or as determined in accordance with Section 2.3(b)(iv), as the case may be, being the “Final Closing Working Capital Statement”). (iv) In the event that the Sellers’ Representative elects to dispute the Preliminary Statement or the calculations set forth thereon, the Sellers’ Representative shall notify Buyer in writing within 30 days after the Sellers’ Representative’s receipt of the Preliminary Statement, which notice (an “NWC Objection Notice”) shall specify in reasonable detail the nature of the disagreement and the items and amounts in dispute. If the Sellers’ Representative delivers an NWC Objection Notice, Buyer and the Sellers’ Representative shall attempt to resolve the dispute with respect to any such disputed items and to determine the final calculation of Closing Working Capital through good faith negotiations. If Buyer and the Sellers’ Representative shall have failed to reach a written agreement with respect to all or any portion of such disputed items within the 30-day period following delivery of the NWC Objection Notice by the Sellers’ Representative, the unresolved items shall be referred for resolution to the Neutral Auditors. During the review by the Neutral Auditors, Buyers and Sellers shall each make available to the Neutral Auditors such individuals and such information, books, records and work papers as may be reasonably requested by the Neutral Auditors to fulfill its obligations hereunder. 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 equally by Sellers, on the one hand, and Buyers, on the other hand. 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 2.3(b)(iv). The Class B_ Certificates were issued pursuant Neutral Auditors shall act as an arbitrator to a Pooling determine, based solely on the provisions of this Agreement and Servicing Agreement (the "Pooling presentations by Buyer and Servicing Agreement") dated as the Sellers’ Representative, or representatives thereof, and not by independent review, only the resolution of ________ 1, _____ between the Company (in its capacity as servicer thereunderdisputed items. In resolving any such disputed items, 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 disputed items to the Purchaser on or promptly after the date hereofNeutral Auditors. 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 The Neutral Auditors’ resolution of the Purchaser, and that the Purchaser will deposit funds disputed items shall be set forth in a collateral fund written statement delivered 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, Buyer and the Company will have no obligations under Sellers’ Representative. Such resolution shall be deemed to be mutually agreed upon by Buyer and the Sellers’ Representative for all purposes of 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 final and binding on on, and enforceable nonappealable by, the Parties. Each Party shall be entitled to have judgment entered upon such resolution, in a manner consistent with such resolution, in any court having jurisdiction. The Final Closing Working Capital Statement will consist of the applicable amounts from the Preliminary Statement (or amounts otherwise agreed to in writing by Buyer and the Sellers’ Representative as to items that have not been submitted for resolution to the Neutral Auditors) and the amounts determined by the Company and Neutral Auditors as to the Purchaser upon the acquisition disputed items that were submitted for resolution by the Purchaser Neutral Auditors. Any changes to the Preliminary Statement resulting from such resolution of the Class B_ Certificatesdisputed items shall be made, and such Preliminary Statement, as so changed, shall be the Final Closing Working Capital Statement for all purposes under this Agreement.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells ▇▇▇▇▇ Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-L, 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 28, 2003 among Wells ▇▇▇▇▇ Asset Securities Corporation, as seller (the "Pooling Seller"), Wells ▇▇▇▇▇ 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 2003-2, 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 February 27, 2003 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 Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2003-E, 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 Mortgage Multi-Class Pass-Through Certificates, Series _____1995-__10, 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 ________ October 1, _____ 1995 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 _____1995-__10, 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 _____1996-__5, 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 ________ 1October 30, _____ between the Company 1996 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 is Pursuant to the holder Scheme (as this and other capitalized terms used in this Preliminary Statement and not otherwise defined in this Preliminary Statement are defined in Section 1.01 below), Goal Acquisitions Limited, a private limited company organized under the laws of Guernsey, all of the entire interest in REMIC Mortgage Passoutstanding share capital of which is owned by a wholly-Through Certificatesowned subsidiary of Pernod, Series _____-__formed to effect the Allied Acquisition (“Bidco”), Class B_ proposes to acquire (the "Class B_ Certificates"“Allied Acquisition”) the entire outstanding share capital of Allied Domecq PLC, a public limited company organized under the laws of England and Wales (“Allied”). Pursuant to the Acquisition Documents, (a) the Company has agreed to (or to cause a Subsidiary of the Company to) fund into the Escrow Account approximately, 2,800,000,000 in cash (the “Escrow Funds”), which upon release in accordance with clause 2.4 of the Framework Agreement will be contributed to Bidco (the “Cash Contribution”) in exchange, among other things, for the issuance to the Company (or a Subsidiary of the Company) of the Bidco Tracking Shares, (b) the Company has agreed to (or to cause a Subsidiary of the Company to) acquire the ▇▇▇▇▇▇ Assets from Pernod for approximately, 100,000,000 in cash, and (c) Pernod has agreed to cause substantially all of the assets and certain of the liabilities of the Acquired Brands to be transferred, directly or indirectly, to the Company (or one or more Subsidiaries of the Company) during the six-month period commencing on the effective date of the Scheme (the “Spirits Acquisition”). The Class B_ Certificates were issued Company has requested that in connection with the consummation of the Allied Acquisition, the issuance of the Bidco Tracking Shares and the acquisition of the ▇▇▇▇▇▇ Assets, the Lenders make Loans to the Company in an aggregate principal amount of up to $6,000,000,000 (up to $2,000,000,000 of which may be in one or more Alternative Currencies) to (a) finance the purchase of the Bidco Tracking Shares and the ▇▇▇▇▇▇ Assets and fund certain other amounts payable pursuant to a Pooling the Acquisition Documents and Servicing Agreement (b) pay the "Pooling fees and Servicing Agreement") dated as of ________ 1, _____ between expenses incurred in connection with the Company (in its capacity as servicer thereunderCash Contribution, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all purchase of the Class B_ Certificates directly ▇▇▇▇▇▇ Assets, the Spirits Acquisition, this Agreement and the Transactions. The Lenders have indicated their willingness to lend on the terms and subject 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 conditions set forth hereinin this Agreement. [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 covenants and agreements herein containedcontained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser parties hereto 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 ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-D, 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 ▇▇▇▇▇ 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 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 conveyance 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_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as I. Each 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 Servicer is entering into this Agreement, and the mutual agreements herein containedTrustee and the Delaware Trustee are each accepting the trust 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 intended to be 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 intended to be 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: REMIC I Interests Class B_ Certificates.Designation for Certificate Initial Class each Class of Type of Interest Principal Final Maturity Certificates Interest Rate (1) Balance Date* --------------------- -------- ----------- ------------- -------------- Class [_] [_____] [_____](2) $[_____] [_____] Class [_] [_____] [_____](3) [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____]% [_____] [_____]

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 2001-7, 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 March 29, 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 is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2004-5, 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 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 BA Mortgage Securities, Inc. Mortgage Pass-Through Certificates, Series 1997-1, 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 August 1, 1997 (the "Pooling and Servicing Agreement") dated among BA Mortgage Securities, Inc., as Depositor (the "Depositor"), Bank of America [National Trust and Savings Association] [,Federal Savings Bank], as master servicers (together, the "Master Servicers"), and Bankers Trust Company of California, N.A., as Trustee. ______________________ 1, intends to resell all of the Class B Certificates directly to _____ 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 "Purchaser") on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, Bank will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser Loss Mitigation Advisor 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 Bank and the Purchaser Loss Mitigation Advisor agree that the following provisions shall become effective and shall be binding on and enforceable by the Company Bank and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Loss Mitigation Advisor:

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 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 ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2004-M, 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 ▇▇▇▇▇ 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: ARTICLE I

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 1999-3, 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 28, 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 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:

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 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 Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____2006-__AR4, 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 23, 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 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 is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-6, 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 February 25, 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 ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-13, 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 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 2000-12, 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 November 29, 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 Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-F, 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 26, 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 CertificatesCertific▇▇▇▇, Series 2004-W, 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 18, 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 Mortgage Multi-Class 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") [GE Capital Mortgage Funding Corporation] 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, 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 _____-__, Class B5 B (the "Class B5 B 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 Servicer and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company Servicer 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 ▇▇▇▇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 is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-25, 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 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 Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-28, 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 22, 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 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 Mortgage Multi-Class Pass-Through Certificates, Series _____1995-__7, 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 ________ September 1, _____ 1995 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 _____1995-__7, 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 is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-34, 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 21, 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 The parties have entered into a Revolving Credit ---------------------- Agreement dated as of the entire interest in REMIC Mortgage Pass-Through CertificatesApril 27, Series _____-__1992, Class B_ as previously amended by Amendment No. 1 dated November 2, 1992, by a letter agreement dated March 18, 1993, by Amendment No. 2 dated as of May 26, 1993, by Amendment No. 3 dated as of May 26, 1993, and by Amendment No. 4 dated as of October 15, 1993 (the "Class B_ CertificatesAgreement"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (Under the "Pooling and Servicing terms of the Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trusteehas a Maximum Commitment of $25,000,000. ____________________________ or an affiliate thereof intends Subsequent to resell all the delivery by the Borrower to the Bank of its preliminary financial statements for its third fiscal quarter ending December 31, 1993, the Borrower has advised the Bank that certain adjustments to these statements may be appropriate. In view of the Class B_ Certificates directly uncertainty of the resolution of the matters underlying these adjustments, the Bank has requested and the Borrower has agreed to amend the Purchaser on or promptly Agreement so as to provide for certain reductions in the Bank's Maximum Commitment under the Agreement. Upon and after the date hereofof this Amendment all references to the Agreement in that document, or in any related document, shall mean the Agreement as amended by this Amendment. In connection with such saleExcept as expressly provided in this Amendment, the parties hereto have agreed that execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance with the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit provisions of the PurchaserAgreement, and, except as specifically provided in this Amendment, the Agreement shall remain in full force and that effect. All capitalized terms not otherwise defined herein shall have the Purchaser will deposit funds meanings ascribed to them 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 hereinthe Agreement. [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 foregoing premises and the mutual agreements herein containedbenefits to be derived by the Borrower and the Bank from a continuing relationship under the Agreement and for other good and valuable consideration, the receipt and sufficiency adequacy of which are hereby acknowledged, each of the Company Borrower and the Purchaser agree Bank agrees that the Agreement is hereby amended as follows: 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 defined terms appearing in Section I of the Class B_ Certificates.Agreement are hereby amended in their entirety to read as follows:

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 2001-21, 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, 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 (i) Not later than 60 days after the holder Closing Date, Purchaser shall prepare and deliver to Hatteras Sellers a statement setting forth Purchaser’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 B_ Certificates"“Closing Working Capital”) and of the Initial Purchase Price as adjusted pursuant to Section 3.6(c), together with a schedule setting forth in reasonable detail the calculations supporting Purchaser’s computation thereof. The Class Closing Working Capital shall be determined in accordance with the Applicable Accounting Principles and the manner of calculating Net Working Capital set forth on Exhibit C-4 attached hereto. If Purchaser does not deliver the Preliminary Statement to Hatteras Sellers within 60 days after the Closing Date, then, at the election of Hatteras Sellers, either (A) Hatteras Sellers may prepare and deliver the Preliminary Statement to Purchaser within an additional 60 days thereafter, or (B_ Certificates were issued pursuant ) the Closing Statement shall be deemed to a Pooling be the Preliminary Statement and Servicing Agreement the Final Closing Working Capital Statement (defined below) for all purposes under this Agreement. If Hatteras Sellers elect to prepare the "Pooling Preliminary Statement in accordance with the immediately preceding sentence, all references in Sections 3.6(b)(ii), 3.6(b)(iii), and Servicing Agreement"3.6(b)(iv) dated as to Hatteras Sellers shall be deemed to be references to Purchaser and all references in Sections 3.6(b)(ii), 3.6(b)(iii), and 3.6(b)(iv) to Purchaser shall be deemed to be references to Hatteras Sellers. (ii) During the period of ________ 1any review or dispute within the contemplation of this Section 3.6(b), _____ between during normal business hours and upon reasonable prior written notice, Purchaser shall (A) provide the Company (in its capacity as servicer thereunderHatteras Sellers and their authorized representatives with reasonable access to all work papers and records related to the Business, the "Servicer") Assets and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all the Assumed Liabilities used in the preparation of the Class Preliminary Statement, and (B_ Certificates directly ) cooperate with the Hatteras Sellers and their authorized representatives, including providing, on a timely basis, such additional information as may be reasonably requested by Hatteras Sellers in connection with the preparation of the Preliminary Statement. To the extent Purchaser reasonably requests information and access to books and records of the Hatteras Sellers for the preparation of the Preliminary Statement, the Hatteras Sellers shall, on a timely basis, provide such information and such access. (iii) Subject to the Purchaser on or promptly after terms and conditions hereof, if, within 30 days following its receipt of the date hereof. In connection with such salePreliminary Statement, the parties hereto have agreed that the Company, as Servicer, will engage Hatteras Sellers do not dispute 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.accordance with this

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-8, 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, 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 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 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 Imperial Credit Commercial Mortgage Acceptance 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 an Indenture, dated as of __________, 199__ or an affiliate thereof intends to resell all (the "Indenture"), between the Owner Trustee, as owner trustee, on behalf of the Class B_ Certificates directly to Issuer, and the Purchaser Trustee, as indenture trustee, on or promptly after behalf of the date hereof. In connection with such saleBondholders, the parties hereto have agreed that Issuer issued collateralized mortgage bonds (collectively, the Company"Bonds"), as Servicerin multiple classes (each, will engage in certain special servicing procedures relating to foreclosures for 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 The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____-__AR13, 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 August 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 ________ 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 Multi-Class Pass-Through Certificates, Series 1997-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, _____ 1997 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 1997-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 The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series 2006-AR16, 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 September 22, 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 ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-2, 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 25, 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 ________ 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 “Owner”) is the holder of the entire interest in REMIC ChaseFlex Trust Series 2007-3, Multi-Class Mortgage Pass-Through Certificates, Series _____2007-__3, Class B_ [ ] (the "“Class B_ [ ] Certificates"”). The Class B_ [ ] Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of June 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 ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-14, 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 22, 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 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: ARTICLE I

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-17, 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 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 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 an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-16, 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 May 28, 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 is the holder of the entire interest in REMIC Mortgage Multi-Class Pass-Through Certificates, Series 1998-HE2, 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 ________ June 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-HE2, 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 1998-34, 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 Wells F▇▇▇▇ Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-13, 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, 2002 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 ________ 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: ARTICLE I

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-14, 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, 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 ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-1, 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 26, 2003 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 The Issuer has duly authorized the execution and delivery of this Indenture to provide for an affiliate thereof is the holder issue of the entire interest in REMIC Mortgage Pass-Through Certificatesits 8.54% Contract Receivable Collateralized Notes, Series _____1992-__1, Class B_ due 1997 (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing AgreementNotes") dated as of ________ 1, _____ between provided in this Indenture. All covenants and agreements made by 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, and that holders of 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 hereinNotes. [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 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. Simultaneously with the delivery of this Indenture (a) the Issuer is entering into Sale and Purchase Agreements with DynCorp, a corporation organized and existing under the laws of the State of Delaware (the "Company"), and with certain other separately incorporated subsidiaries of the Company named in such Sale and Purchase Agreements (each referred to herein as a "Seller" and, with the Company when the Company is being referred to as a seller of Receivables, collectively referred to as the "Sellers") pursuant to which each of the Sellers will sell certain of its receivables specified therein to the Issuer and (b) the Issuer, the Company and the Purchaser agree that Trustee are entering into the following provisions shall become effective and shall be binding on and enforceable by Servicing Agreement pursuant to which the Company will agree to service the Receivables and the Purchaser upon the acquisition by the Purchaser make collections thereon on behalf of the Class B_ Certificatesholders from time to time of the Notes. Subsequent to the delivery of this Indenture the Issuer may enter into Sale and Purchase Agreements with certain separately incorporated subsidiaries of the Company named in such Sale and Purchase Agreements (each referred to herein as a "Seller") pursuant to which each of such Sellers, if any, will sell certain of its receivables specified therein to the Issuer.

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 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 October 27, 2000 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo 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 "Purchaser") is the holder of the entire interest in REMIC Banc of America Mortgage 20[__]-[__] Trust; Mortgage Pass-Through Certificates, Series _____-__, 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, _____ 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 among Banc of America Mortgage Securities, Inc., as depositor (the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale"Depositor"), the parties hereto have agreed that the CompanyServicer, LaSalle Bank National Association, as Servicersecurities administrator (the "Securities Administrator") and U.S. Bank National Association, will as trustee (the "Trustee"). The Purchaser has requested the Servicer to engage in certain special servicing procedures relating the Loss Mitigation Advisor, at the Purchaser's expense, to foreclosures assist the Servicer with respect to 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 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 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 Servicer, and that it will not look to the 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 Servicer for the benefit of the Purchaser for the life of the Class B_ B Certificates.

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 2001-20, 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, 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 Certificates, Series 2001-28, 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 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 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: ARTICLE I

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 2001-9, 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 April 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 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 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 2003-5, 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 April 29, 2003 among Wells ▇▇▇▇▇ Asset Securities Corporation, as seller (the "Pooling Seller"), Wells ▇▇▇▇▇ 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 the CMC Securities Corporation IV Collateralized Mortgage PassObligations Series 1997-Through Certificates3, Series Class _____-__, Class B_ (the "Class B_ CertificatesB Securities"). The Class B_ B Securities were issued pursuant to a Series Supplement dated as of September 1, 1997 among CMC Securities Corporation IV, as Issuer (the "Issuer") and The First National Bank of Chicago, as Trustee. Collateral for the Class B Securities is provided by CMC Securities Corporation Pass-Through Certificates were 1997-NAMC 3 issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ September 1, _____ between 1997 among the Company (in its capacity Issuer, as servicer thereunderthe Seller, the "Servicer") Company, as Master Servicer and State Street Loan Seller, and The First National Bank and Trust Company of Chicago, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates B Securities 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, Company 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.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.