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

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-18, 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 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 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 (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 The Trustee on behalf of the Trust will execute and deliver the Bear Stearns Structured Products Inc. Trust, Series 2007-R8, Class I-A-1, Class I-A-2, Class II-A-1, Class II-A-2, Cl▇▇▇ ▇▇▇-A-1, Class III-A-2, Class IV-A-1, Class IV-A-2, Class V-A-1a, Class V-A-1b, Class V-A-1c, Class V-A-2, Class V-A-3, Class VI-A-1a, Class VI-A-1b, Class VI-A-1c, Class VI-A-2 and Class R Certificates representing in the aggregate the entire interest beneficial ownership the Trust (as defined herein), the primary assets of which are the Underlying Certificates (as defined herein). The Depositor intends to sell some or all of the Certificates. REMIC I As provided herein, the Trustee will elect to treat the segregated pool of assets contained in the Trust Fund consisting of the Underlying Certificates (other than the Underlying Group V Certificates) as a REMIC for federal income tax purposes, designated as "REMIC I". For purposes of the REMIC Provisions, Component I of the Class R Certificates will represent ownership of the sole class of "residual interests" in REMIC Mortgage I. Component I of the Class R Certificates will not bear interest or have a principal amount. The following table irrevocably sets forth the designation, the Uncertificated Pass-Through CertificatesRate (as defined herein) and the initial Uncertificated Principal Balance (as defined herein) for each of the Uncertificated REMIC I Regular Interests (as defined herein), Series _____-__, Class B_ (which are hereby designated as the "Class B_ Certificates"regular interests" in REMIC I. Solely for purposes of satisfying Treasury regulation section 1.860G-1(a)(4)(iii). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of Distribution Date immediately following the Class B_ Certificates directly to the Purchaser on or promptly after the latest scheduled maturity date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of Underlying Certificates (other than the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Underlying Group V Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between designated as the Company and the Purchaser has been terminated.] In consideration "latest possible maturity date" for each of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ CertificatesUncertificated REMIC I Regular Interests.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-20, 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 July 29, 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 Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-13, 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 November 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 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 2003-9, 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 July 30, 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 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 is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-8, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 30, 2001 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. _____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series _____1997-__11, 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 ________ 1July 25, _____ between the Company 1997 among Norwest Asset Securities Corporation, as Seller (in its capacity "NASCOR"), Norwest Bank Minnesota, National Association, as servicer thereunderMaster Servicer and First Union National Bank, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof -------------------- intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-34, 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 Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2003-4, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 29, 2003 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling and Servicing AgreementSeller") dated ), Wel▇▇ ▇▇rgo Bank Minnesota, National Association, as of ________ 1Master Servicer an▇ ▇▇▇hovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series _____1997-__9, 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 ________ 1June 26, _____ between the Company 1997 among Norwest Asset Securities Corporation, as Seller (in its capacity "NASCOR"), Norwest Bank Minnesota, National Association, as servicer thereunderMaster Servicer and First Union National Bank, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof ------------------- intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-22, 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 27, 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 Wells F▇▇▇▇ Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-26, 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 October 30, 2001 among Wells F▇▇▇▇ Asset Securities Corporation, as seller (the "Pooling Seller"), Wells F▇▇▇▇ Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC W▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-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 May 29, 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 Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series ▇▇▇▇▇s 2005-4, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 30, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Far▇▇ ▇▇nk, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Associ▇▇▇▇▇, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser: ARTICLE I

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

PRELIMINARY STATEMENT. or an affiliate thereof 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 is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1998-11, 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 April 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 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 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 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 is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-12, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 25, 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 ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2004-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 April 28, 2004 among ▇▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), ▇▇▇▇▇ Fargo 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 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 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 is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-15, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 27, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC 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 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 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_ has acquired (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”). The Class B_ Certificates were issued pursuant to a Pooling Company, the Administrative Agent and Servicing the Lenders previously entered into that certain Credit Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1April, _____ between 20, 2005, as amended as of July 24, 2005 (the “Existing Credit Agreement”), under which the Lenders made loans or agreed to 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 was made available in its capacity as servicer thereunderone or more Alternative Currencies) to (a) finance the purchase of the Bidco Tracking Shares, the "Servicer"▇▇▇▇▇▇ Assets and the Allied subsidiary holding the Courvoisier brand of spirits and fund certain other amounts payable pursuant to the Acquisition Documents, (b) provide the funds to enable the Company to make the MM Loan in accordance with the Acquisition Documents and State Street Bank (c) pay fees and Trust Company as Trustee. ____________________________ expenses related thereto or an affiliate thereof intends to resell all otherwise incurred in connection with the making of the Class B_ Certificates directly MM Loan, the purchase of the ▇▇▇▇▇▇ Assets, the Spirits Acquisition, this Agreement and the Transactions. The Company and the Lenders desire to amend and restate the Existing Credit Agreement in the form of this Agreement to, among other things, provide that an aggregate principal amount of $5,000,000,000 (including the amount of the loans made under the Existing Credit Agreement) will continue to be available on a revolving basis on and after the Initial Funding Date, 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 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 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 Wells Fargo Asset Securities Corporation Mortgage Asset-Backed Pass-Through Thr▇▇▇▇ Certificates, Series 2005-1, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 25, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇▇iation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-12, 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 April 28, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____2006-__AR12, 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 HSBC Bank USA, Nationa▇ ▇▇▇ociation, 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 hereoftrustee. 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 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 2000-3, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of July 28, 2000 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-4, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 29, 2002 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 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 2002-3, 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 February 27, 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 is the holder of the entire interest in REMIC Wells ▇▇▇▇o Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-18, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of August 30, 2001 among Wells ▇▇▇▇o Asset Securities Corporation, as seller (the "Pooling Seller"), Wells ▇▇▇▇o Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells F▇▇▇▇ Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-19, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of October 25, 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 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 Fa▇▇▇ ▇sset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-8, 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 July 28, 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 Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series 1998-3, 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 November 25, 1998 among Norwest Integrated Structured Assets, Inc., as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. _____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series _____1997-__2, Class B_ ---- (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1February 27, _____ 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") and State Street First Union National Bank and Trust Company of North Carolina, 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-AR6, Class [_____-__, Class B_ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 30, 2006 among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1U.S. Bank National Ass▇▇▇▇▇ion, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

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

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof (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 W▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2000-2, 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 May 25, 2000 among W▇▇▇▇ Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest 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 Integrated Structured Assets, Inc. Mortgage Asset-Backed 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 March 29, 1999 among Norwest Integrated Structured Assets, Inc., as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ___________ __________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ 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: