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

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

PRELIMINARY STATEMENT. or an affiliate thereof is (a) Tiffany & Co., a Delaware corporation (together with its successor▇ ▇▇▇ ▇ssigns, the holder "Company"), has authorized the issuance of its (i) 10.0% Series A Senior Notes due April 9, 2018 in the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ aggregate principal amount of Fifty Million Dollars ($50,000,000) (the "Class B_ CertificatesSeries A Notes") and (ii) additional senior promissory notes in the aggregate principal amount of One Hundred Million Dollars ($100,000,000) (the "Shelf Notes" and together with the Series A Notes, collectively, and as may be amended or restated from time to time, the "Notes"). The Class B_ Certificates were issued , pursuant to a Pooling Note Purchase and Servicing Agreement Private Shelf Agreement, of even date herewith (as may be amended or restated from time to time, the "Note Purchase Agreement'), between the Company and, with respect to the Series A Notes, the respective purchasers listed on Schedule A attached thereto (the "Pooling and Servicing AgreementSeries A Purchasers") dated as and, with respect to any Accepted Note, the respective purchasers listed on the Purchaser Schedule attached to the applicable Confirmation of ________ 1Acceptance (the "Shelf Note Purchasers" and, _____ between together with the Company (in its capacity as servicer thereunderSeries A Purchasers, the "ServicerPurchasers"). (b) and State Street Bank and Trust In order to induce the Purchasers to purchase the Notes from the Company, the Company as Trustee. ____________________________ or an affiliate thereof intends has agreed that it will cause each Guarantor to resell guaranty unconditionally all of the Class B_ Certificates directly obligations of the Company to pay principal of and interest and Make-Whole Amount on the Notes and all other amounts payable by the Company under the terms of the Notes and the Note Purchase Agreement pursuant to the Purchaser on or promptly after terms and provisions hereof. (c) Each Guarantor and the date hereof. In Company are operated as part of one combined business group and are directly dependent upon each other for and in connection with such saletheir respective business activities and their respective financial resources. Each Guarantor will receive direct and indirect economic, financial and other benefits from the parties hereto have agreed that indebtedness incurred under the Note Purchase Agreement and the Notes by the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rightsunder this Guaranty by each Guarantor, and the incurrence of such indebtedness is in the best interests of each Guarantor. The Company will and each Guarantor have no obligations under induced the Purchasers to purchase the Notes based on the consolidated financial condition of each Guarantor and the Company. (d) All acts and proceedings required by law and by the certificate of incorporation and bylaws of each Guarantor necessary to constitute this Agreement until Guaranty a valid and binding agreement for the Class Certificate Principal Balance of uses and purposes set forth herein in accordance with its terms have been done and taken, and the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") execution and delivery hereof has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminatedall respects duly authorized.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

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

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is (a) Tiffany & Co., a Delaware corporation (together with its ▇▇ccessors and assigns, the holder "Company"), has authorized the issuance of its (i) 9.05% Series A Senior Notes due December 23, 2015 in the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ aggregate principal amount of One Hundred Million Dollars ($100,000,000) (the "Class B_ CertificatesSeries A Notes") and (ii) additional senior promissory notes in the aggregate principal amount of Fifty Million Dollars ($50,000,000) (the "Shelf Notes" and together with the Series A Notes, collectively, and as may be amended or restated from time to time, the "Notes"). The Class B_ Certificates were issued , pursuant to a Pooling Note Purchase and Servicing Agreement Private Shelf Agreement, of even date herewith (as may be amended or restated from time to time, the "Note Purchase Agreement'), between the Company and, with respect to the Series A Notes, the respective purchasers listed on Schedule A attached thereto (the "Pooling and Servicing AgreementSeries A Purchasers") dated as and, with respect to any Accepted Note, the respective purchasers listed on the Purchaser Schedule attached to the applicable Confirmation of ________ 1Acceptance (the "Shelf Note Purchasers" and, _____ between together with the Company (in its capacity as servicer thereunderSeries A Purchasers, the "ServicerPurchasers"). (b) and State Street Bank and Trust In order to induce the Purchasers to purchase the Notes from the Company, the Company as Trustee. ____________________________ or an affiliate thereof intends has agreed that it will cause each Guarantor to resell guaranty unconditionally all of the Class B_ Certificates directly obligations of the Company to pay principal of and interest and Make-Whole Amount on the Notes and all other amounts payable by the Company under the terms of the Notes and the Note Purchase Agreement pursuant to the Purchaser on or promptly after terms and provisions hereof. (c) Each Guarantor and the date hereof. In Company are operated as part of one combined business group and are directly dependent upon each other for and in connection with such saletheir respective business activities and their respective financial resources. Each Guarantor will receive direct and indirect economic, financial and other benefits from the parties hereto have agreed that indebtedness incurred under the Note Purchase Agreement and the Notes by the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rightsunder this Guaranty by each Guarantor, and the incurrence of such indebtedness is in the best interests of each Guarantor. The Company will and each Guarantor have no obligations under induced the Purchasers to purchase the Notes based on the consolidated financial condition of each Guarantor and the Company. (d) All acts and proceedings required by law and by the certificate of incorporation and bylaws of each Guarantor necessary to constitute this Agreement until Guaranty a valid and binding agreement for the Class Certificate Principal Balance of uses and purposes set forth herein in accordance with its terms have been done and taken, and the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") execution and delivery hereof has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminatedall respects duly authorized.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC 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 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 Mortgage Pass-Through Certificates, Series _____-__, Class B_ Lessor and Lessee entered into that certain master lease (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing AgreementMaster Lease") dated as of ________ 1the Effective Date, _____ between the Company terms, provisions and conditions of which are incorporated herein by this reference to the same extent as if recited in their entirety herein. Pursuant to the terms, provisions and conditions of the Master Lease, Mortgagee has leased to Lessee, and Lessee has rented and leased from Lessor, the properties described by FFCA Number, Unit Number and address in Exhibit A attached hereto (in its capacity as servicer thereundercollectively, the "ServicerProperties") ), --------- including, without limitation, the real property or properties, together with all buildings, fixtures and State Street other improvements now or hereafter located thereon, described more particularly in the legal description or descriptions attached hereto as Exhibit A-1 and incorporated herein by this reference. LaSalle Bank ----------- National Association, as trustee pursuant to that certain Indenture dated as of September 1, 1999 ("Mortgagee"), is the holder of certain Notes evidencing loans which have been assumed by Lessor and Trust Company as Trustee. ____________________________ which are secured by mortgages, deeds of trust or an affiliate thereof intends deeds to resell all secure debt, assignments of rents and leases, security agreements and fixture filings encumbering the Class B_ Certificates directly Properties (collectively, the "Mortgages"), which have been recorded prior to the Purchaser on or promptly after the date hereofrecording of this Memorandum. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, The Properties will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaserat all times be owned by Lessor, and that Lessee's sole interest in the Purchaser will deposit funds Properties shall be its leasehold interest pursuant to the Master Lease. Unless otherwise expressly provided herein, all defined terms used in a collateral fund to cover any losses attributable this Memorandum shall have the same meanings as are ascribed to such procedures as well as all advances and costs terms in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, 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 terminatedMaster Lease.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

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

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

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

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof The 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 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 (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 Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2004-W, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of October 18, 2004 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇▇iation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fa▇▇▇ ▇sset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-4, 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 February 27, 2001 among Wells Fa▇▇▇ ▇sset Securities Corporation, as seller (the "Pooling Seller"), Wells Fa▇▇▇ ▇ank 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 2003-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 30, 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: 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 CertificatesCertific▇▇▇▇, Series 2004-5, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 27, 2004 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wel▇▇ ▇▇rgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational ▇▇▇▇▇iation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-9, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of April 27, 2001 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. __________________________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof (the "Purchaser") is the holder of the entire interest in REMIC Banc of America Mortgage 20[__]-[__] Trust; Mortgage Pass-Through Certificates, Series _____-__, Class B____ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all among Banc of America Mortgage Securities, Inc., as depositor (the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale"Depositor"), the parties hereto have agreed that the CompanyServicer, LaSalle Bank National Association, as Servicersecurities administrator (the "Securities Administrator") and U.S. Bank National Association, will as trustee (the "Trustee"). The Purchaser has requested the Servicer to engage in certain special servicing procedures relating the Loss Mitigation Advisor, at the Purchaser's expense, to foreclosures assist the Servicer with respect to default management and reporting situations for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company Servicer hereby engages the Loss Mitigation Advisor to provide advice in connection with default management and reporting situations with respect to defaulted loans, including providing to the Purchaser agree Servicer recommendations with respect to foreclosures, the acceptance of so-called short payoffs, deeds in lieu of or in aid of foreclosure and deficiency notes, as well as with respect to the sale of REO properties. The Loss Mitigation Advisor hereby accepts such engagement, and acknowledges that the following provisions shall become effective and shall its fees will be binding on and enforceable by the Company and the Purchaser upon the acquisition paid by the Purchaser and not the Servicer, and that it will not look to the Servicer for financial remuneration. It is the intent of the parties to this Agreement that the services of the Loss Mitigation Advisor are provided without fee to the Servicer for the benefit of the Purchaser for the life of the Class B_ B Certificates.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells 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 Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertific▇▇▇▇, Series 2003-16, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of November 25, 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 SLT, Merr▇▇▇ (▇▇ way of its predecessors in interest) and the holder predecessor to the Collateral Agent entered into a Credit Agreement dated as of the entire interest in REMIC Mortgage Pass-Through CertificatesJanuary 28, Series _____-__1993, Class B_ as amended (the "Class B_ CertificatesPrior Credit Agreement") pursuant to which the First Closing Loans and the Second Closing Loans were made to SLT. The Third Closing (as defined therein) was to have occurred on or before the date that was one hundred fifty (150) days after the date of the First Closing, which period was subject to extension as provided in the Prior Credit Agreement. As set forth in detail in the Formation Agreement, dated November 11, 1994, among SLT, Starwood Lodging Corporation ("SLC"). The Class B_ Certificates were issued pursuant to a Pooling , Starwood Capital Group, L.P. ("Starwood") and Servicing Agreement certain affiliates of Starwood, including any and all amendments or other modifications, supplements, extensions or renewals thereto or thereof that have been approved by the Senior Lender in writing, and together with the letter agreement, dated November 11, 1994, among SLT, SLC and Starwood (the "Pooling and Servicing Formation Agreement"), SLT, SLC and Starwood have engaged in a transaction (the "Starwood Reorganization") dated as which, in general, involved the transfer to the Realty Partnership of ________ 1all or substantially all of the assets and liabilities of SLT, _____ between the Company transfer to SLC Operating Limited Partnership (in its capacity as servicer thereunderthe "Operating Partnership," and together with the Realty Partnership, the "ServicerPartnerships") and State Street Bank and Trust Company as Trustee. ____________________________ of all or an affiliate thereof intends to resell substantially all of the Class B_ Certificates directly assets and liabilities of SLC other than HICN (as hereinafter defined) and each subsidiary of SLC, and the transfer of certain additional assets, subject to certain liabilities, of the Starwood Partners to the Purchaser on or promptly after Realty Partnership and the Operating Partnership. The Starwood Reorganization was substantially completed pursuant to the Formation Agreement effective as of January 1, 1995. The transfer of certain of the assets (the "Gaming Assets") of one of the subsidiaries of SLC, Hotel Investors Corporation of Nevada ("HICN"), is subject to prior approval (such approvals collectively the "Nevada Gaming Approvals") by various Nevada regulatory authorities (collectively, the "Nevada Gaming Authorities"), which approvals have not been obtained as 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 As part of the PurchaserStarwood Reorganization, all of the assets, including the Gaming Assets, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto liabilities of HICN have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement been retained by HICN until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through CertificatesNevada Gaming Approvals have been received or are no longer necessary, Series _____-__, Class B5 at which time such Assets and liabilities will be transferred to a limited partnership (the "Class B5 CertificatesGaming Partnership") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained), the receipt and sufficiency partners of which are hereby acknowledged, will be the Company Operating Partnership and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ CertificatesHICN.

PRELIMINARY STATEMENT. or an affiliate thereof is The Co-Issuers are duly authorized to execute and deliver this Indenture to provide for the holder of Notes issuable as provided in this Indenture. Except as otherwise provided herein, all covenants and agreements made by the entire interest in REMIC Mortgage PassCo-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 Issuers herein are for the benefit and security of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth hereinSecured Parties. [The parties hereto have further agreed that the Purchaser will have no rightsCo-Issuers are entering into this Indenture, and the Company will have no obligations under this Agreement until Trustee is accepting the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificatestrusts created hereby, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, for good and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein containedvaluable consideration, the receipt and sufficiency of which are hereby acknowledged. All things necessary to make this Indenture a valid agreement of the Co-Issuers in accordance with the agreement's terms have been done. The Issuer hereby Grants to the Trustee, for the benefit and security of the Holders of the Secured Debt, the Company Trustee, the Collateral Manager, the Collateral Administrator, the Administrator and each Hedge Counterparty (collectively the "Secured Parties"), all of its right, title and interest in, to and under the following property, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located: (a) the Collateral Obligations acquired by the Issuer at any time (including such Collateral Obligations that are listed, as of the Closing Date, in Schedule 7 to this Indenture) and all payments thereon or with respect thereto; (b) each of the Accounts (provided that the interest being granted in each Class A-R Rating Requirement Funding Subaccount shall be granted only to the applicable Holder funding such account), to the extent permitted by the applicable Hedge Agreement (if any), each Hedge Counterparty Collateral Account, any Eligible Investments purchased with funds on deposit therein, and all income from the investment of funds therein; (c) the equity interest in any Issuer Subsidiary and all payments and rights thereunder; (d) the Collateral Management Agreement as set forth in Article XV hereof, each Hedge Agreement (if any) (provided that there is no such Grant to the Trustee on behalf of any Hedge Counterparty in respect of its related Hedge Agreement), the Collateral Administration Agreement, the Administration Agreement, the Class A-R Note Purchase Agreement and the Purchaser agree that Master Transfer Agreement; (e) all Cash or Money delivered to the following provisions shall become effective Trustee (or its bailee) for the benefit of the Secured Parties; (f) all accounts, chattel paper, contract rights, commercial tort claims, deposit accounts, documents, equipment, financial assets, general intangibles, goods, inventory, payment intangibles, promissory notes, instruments, investment property, letter-of-credit rights and shall be binding supporting obligations (as such terms are defined in the UCC); (g) any other property otherwise delivered to the Trustee by or on behalf of the Issuer (whether or not constituting Collateral Obligations or Eligible Investments); (h) all Equity Securities and enforceable all payments thereon and rights in respect thereof; (i) any lien granted by the Company Retention Provider to the Issuer pursuant to the Warehouse Master Transfer Agreement; and (j) all proceeds (as defined in the UCC) and products, in each case, with respect to the foregoing (the assets referred to in (a) through (j) are collectively referred to as the "Assets"); provided that such Grant and the Purchaser upon term "Assets" shall not include (i) the acquisition by U.S.$250 transaction fee paid to the Purchaser Issuer in consideration of the Class B_ Certificatesissuance of the Secured Debt and Subordinated Notes, (ii) the funds attributable to the issuance and allotment of the Issuer's ordinary shares, (iii) the bank account in the Cayman Islands in which such funds are deposited (or any interest thereon) and (iv) the membership interests of the Co-Issuer (the assets referred to in clauses (i) through (iv), collectively, the "Excepted Property"). The above Grant is made in trust to secure the Secured Debt and the Issuer's obligations to the Secured Parties under this Indenture, each Hedge Agreement and any other applicable Transaction Document (the "Secured Obligations"). Except as set forth in the Priority of Distributions and Article XIII of this Indenture, the Secured Debt is secured equally and ratably without prejudice, priority or distinction between any Secured Debt and any other Secured Debt by reason of difference in time of issuance or otherwise, except as expressly provided in this Indenture. The above Grant is made to secure, in accordance with the priorities set forth in the Priority of Distributions, (i) the payment of all amounts due on the Secured Debt in accordance with its terms, (ii) the payment of all other sums payable under this Indenture and any other applicable Transaction Document and all amounts payable under each Hedge Agreement, and (iii) compliance with the provisions of this Indenture, each Hedge Agreement and any other applicable Transaction Document, all as provided in this Indenture, the each Hedge Agreement and the applicable Transaction Documents, respectively. The foregoing Grant shall, for the purpose of determining the property subject to the lien of this Indenture, be deemed to include any securities and any investments granted to the Trustee by or on behalf of the Issuer, whether or not such securities or investments satisfy the criteria set forth in the definitions of "Collateral Obligation" or "Eligible Investments," as the case may be. The Trustee acknowledges such Grants, accepts its appointment as Trustee hereunder in accordance with the provisions hereof, and agrees to perform its duties expressly stated herein in accordance with the provisions hereof.

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-14, 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 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 W▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-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 February 26, 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: ARTICLE I

PRELIMINARY STATEMENT. or an affiliate thereof The Company at the Closing Date is the holder owner of the Mortgage Loans and the other property being conveyed by it to the Trust. On the Closing Date, the Company will acquire the Certificates from the Trust as consideration for its transfer to the Trust of the Mortgage Loans and certain other assets and will be the owner of the Certificates. The Company has duly authorized the execution and delivery of this Agreement to provide for (i) the conveyance to the Trust of the Mortgage Loans and certain other assets and (ii) the issuance to the Company of the Certificates, representing in the aggregate the entire beneficial interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as I. Each of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of Servicer is entering into this Agreement, and the mutual agreements herein containedTrustee and the Delaware Trustee are each accepting the trust created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. The Certificates issued hereunder, other than the Junior Subordinate Certificates, have been offered for sale pursuant to a Prospectus, dated [_____], and a Prospectus Supplement, dated [_____], of the Company (together, the Company "Prospectus"). The Junior Subordinate Certificates have been offered for sale pursuant to a Private Placement Memorandum, dated [_____]. The Trust created hereunder is intended to be the "Trust" described in the Prospectus and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company Private Placement Memorandum and the Purchaser upon Certificates are intended to be the acquisition by "Certificates" described therein. The following table sets forth the Purchaser designation, type of interest, Certificate Interest Rate, initial Class Principal Balance and Final Maturity Date for the Certificates: REMIC I Interests Class B_ Certificates.Designation for Certificate Initial Class each Class of Type of Interest Principal Final Maturity Certificates Interest Rate (1) Balance Date* --------------------- -------- ----------- ------------- -------------- Class [_] [_____] [_____](2) $[_____] [_____] Class [_] [_____] [_____](3) [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____] [_____] [_____] Class [_] [_____] [_____]% [_____] [_____]

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-7, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 29, 2001 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated First Union National Bank, as of ________ 1, _____ between Trust Administrator and the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC 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 The parties have entered into a Revolving Credit ---------------------- Agreement dated as of the entire interest in REMIC Mortgage Pass-Through CertificatesApril 27, Series _____-__1992, Class B_ as previously amended by Amendment No. 1 dated November 2, 1992, by a letter agreement dated March 18, 1993, by Amendment No. 2 dated as of May 26, 1993, by Amendment No. 3 dated as of May 26, 1993, and by Amendment No. 4 dated as of October 15, 1993 (the "Class B_ CertificatesAgreement"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (Under the "Pooling and Servicing terms of the Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trusteehas a Maximum Commitment of $25,000,000. ____________________________ or an affiliate thereof intends Subsequent to resell all the delivery by the Borrower to the Bank of its preliminary financial statements for its third fiscal quarter ending December 31, 1993, the Borrower has advised the Bank that certain adjustments to these statements may be appropriate. In view of the Class B_ Certificates directly uncertainty of the resolution of the matters underlying these adjustments, the Bank has requested and the Borrower has agreed to amend the Purchaser on or promptly Agreement so as to provide for certain reductions in the Bank's Maximum Commitment under the Agreement. Upon and after the date hereofof this Amendment all references to the Agreement in that document, or in any related document, shall mean the Agreement as amended by this Amendment. In connection with such saleExcept as expressly provided in this Amendment, the parties hereto have agreed that execution and delivery of this Amendment does not and will not amend, modify or supplement any provision of, or constitute a consent to or a waiver of any noncompliance with the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit provisions of the PurchaserAgreement, and, except as specifically provided in this Amendment, the Agreement shall remain in full force and that effect. All capitalized terms not otherwise defined herein shall have the Purchaser will deposit funds meanings ascribed to them in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth hereinthe Agreement. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the foregoing premises and the mutual agreements herein containedbenefits to be derived by the Borrower and the Bank from a continuing relationship under the Agreement and for other good and valuable consideration, the receipt and sufficiency adequacy of which are hereby acknowledged, each of the Company Borrower and the Purchaser agree Bank agrees that the Agreement is hereby amended as follows: The following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser defined terms appearing in Section I of the Class B_ Certificates.Agreement are hereby amended in their entirety to read as follows:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells ▇▇▇▇o Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-21, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of September 27, 2001 among Wells ▇▇▇▇o Asset Securities Corporation, as seller (the "Pooling Seller"), Wells ▇▇▇▇o Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is (i) Not later than 60 days after the holder Closing Date, Purchaser shall prepare and deliver to Hatteras Sellers a statement setting forth Purchaser’s good faith calculation (the “Preliminary Statement”) of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ Net Working Capital as of the Closing (the "Class B_ Certificates"“Closing Working Capital”) and of the Initial Purchase Price as adjusted pursuant to Section 3.6(c), together with a schedule setting forth in reasonable detail the calculations supporting Purchaser’s computation thereof. The Class Closing Working Capital shall be determined in accordance with the Applicable Accounting Principles and the manner of calculating Net Working Capital set forth on Exhibit C-4 attached hereto. If Purchaser does not deliver the Preliminary Statement to Hatteras Sellers within 60 days after the Closing Date, then, at the election of Hatteras Sellers, either (A) Hatteras Sellers may prepare and deliver the Preliminary Statement to Purchaser within an additional 60 days thereafter, or (B_ Certificates were issued pursuant ) the Closing Statement shall be deemed to a Pooling be the Preliminary Statement and Servicing Agreement the Final Closing Working Capital Statement (defined below) for all purposes under this Agreement. If Hatteras Sellers elect to prepare the "Pooling Preliminary Statement in accordance with the immediately preceding sentence, all references in Sections 3.6(b)(ii), 3.6(b)(iii), and Servicing Agreement"3.6(b)(iv) dated as to Hatteras Sellers shall be deemed to be references to Purchaser and all references in Sections 3.6(b)(ii), 3.6(b)(iii), and 3.6(b)(iv) to Purchaser shall be deemed to be references to Hatteras Sellers. (ii) During the period of ________ 1any review or dispute within the contemplation of this Section 3.6(b), _____ between during normal business hours and upon reasonable prior written notice, Purchaser shall (A) provide the Company (in its capacity as servicer thereunderHatteras Sellers and their authorized representatives with reasonable access to all work papers and records related to the Business, the "Servicer") Assets and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all the Assumed Liabilities used in the preparation of the Class Preliminary Statement, and (B_ Certificates directly ) cooperate with the Hatteras Sellers and their authorized representatives, including providing, on a timely basis, such additional information as may be reasonably requested by Hatteras Sellers in connection with the preparation of the Preliminary Statement. To the extent Purchaser reasonably requests information and access to books and records of the Hatteras Sellers for the preparation of the Preliminary Statement, the Hatteras Sellers shall, on a timely basis, provide such information and such access. (iii) Subject to the Purchaser on or promptly after terms and conditions hereof, if, within 30 days following its receipt of the date hereof. In connection with such salePreliminary Statement, the parties hereto have agreed that the Company, as Servicer, will engage Hatteras Sellers do not dispute in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.accordance with this

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-17, 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 July 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. Capitalized terms used but not defined in this Preliminary Statement have the meaning given such terms in Article 1 or an affiliate thereof is elsewhere in this Agreement. Pursuant to the holder Agreement for the Sale of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ Commercial Loans (the "Class B_ CertificatesSale Agreement"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (, dated the "Pooling and Servicing Agreement") dated as of ________ 1date hereof, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ___________________, a ____________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly corporation, has conveyed 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 Issuer certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series mortgage loans purchased by _____-______________ from the sellers listed on Exhibit A-1 (each, a "Seller" and collectively, the "Sellers") and listed on Exhibit A-2 (the "Loans") pursuant to the agreements listed on Exhibit A-1 (each, a "Purchase Agreement" and collectively, the "Purchase Agreements"). Pursuant to a trust indenture between the Issuer and __________________, Class B5 a _________________, as indenture trustee, dated as of the date hereof, the Issuer will issue its Secured Notes, Series 199__-__ (the "Class B5 CertificatesNotes"). As security for the indebtedness represented by the Notes, the Issuer pursuant to the Indenture will grant to the Indenture Trustee a security interest in the Loans and any REO (as defined herein) has been reduced arising therefrom (collectively, the "Assets"). The parties desire to zeroenter into this Agreement to provide, among other things, for the servicing by the Servicer of the Assets. The Servicer acknowledges that, in order to further secure the Notes, the Issuer will collaterally assign to the Indenture Trustee its interest in this Agreement, and any Special Servicing the Servicer agrees that all covenants and Collateral Fund Agreement in respect agreements made by the Servicer herein shall also be for the benefit and security of such Class between the Company Indenture Trustee and the Purchaser has been terminatedNoteholders.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective 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 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 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 (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 Reference is made to the holder of the entire interest Existing Credit Agreement (such term, and all other capitalized terms in REMIC Mortgage Pass-Through Certificatesthis preliminary statement, Series _____-__, Class B_ (the "Class B_ Certificates"being used as hereinafter defined). The Class B_ Certificates were issued pursuant Borrower has requested the Lenders to a Pooling amend and Servicing restate the Existing Credit Agreement in the form hereof and, subject to the terms and conditions of this Agreement, to continue to extend credit to the Borrower, in the aggregate principal amount of up to $500,000,000, in the form of (i) Term Loans made by the "Pooling Lenders in an aggregate principal amount not in excess of $300,000,000 (subject to certain limitations specified herein), (ii) Revolving Loans made and Servicing Agreement"to be made by the Lenders in an aggregate principal amount at any time outstanding not in excess of $200,000,000 (subject to certain limitations specified herein), (iii) dated as Swingline Loans made and to be made by the Swingline Lender in an aggregate principal amount not in excess of ________ 1, _____ between the Company $15,000,000 (in its capacity as servicer thereunder, the "Servicer"subject to certain limitations specified herein) and State Street Bank (iv) Letters of Credit issued and Trust Company as Trusteeto be issued by the Issuing Banks in an aggregate amount at any time outstanding not in excess of $100,000,000 (subject to certain limitations specified herein); provided that the sum of Revolving Loans, Swingline Loans and Letters of Credit shall not exceed $200,000,000. ____________________________ or an affiliate thereof intends to resell all The additional Term Loans and a portion of the Class B_ Certificates directly additional Revolving Loans made under this Agreement will be used by the Borrower to consummate the Redemption. The balance of the proceeds of any Revolving Loans and Swingline Loans to be made by the Lenders will be used by the Borrower to make cash payments to the Purchaser on or promptly after Parent Corporation to repurchase up to $40,000,000 of the date hereofParent Corporation's common stock, to make Permitted Acquisitions and for general corporate purposes, including to finance the working capital requirements of the Borrower. In connection with such saleLetters of Credit shall be issued only for general corporate purposes in the ordinary course of business of the Borrower. Accordingly, the parties hereto have agreed that the Company, agree as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.follows:

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertif▇▇▇▇▇s, Series _____-__AR13, Class B_ [ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of August 30, 2006 among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Deposito▇"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1HSBC Bank USA, _____ between the Company (in its capacity as servicer thereunderNationa▇ ▇▇▇ociation, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC 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 Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1997-6, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1April 29, _____ between the Company 1997 among Norwest Asset Securities Corporation, as Seller (in its capacity "NASCOR"), Norwest Bank Minnesota, National Association, as servicer thereunderMaster Servicer, the "Servicer") First Union National Bank of North Carolina, as Trust Administrator and State Street Bank and Firstar Trust Company Company, as Trustee. _____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____1995-__10, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ October 1, _____ 1995 between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____1995-__10, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

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

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC 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 ▇▇▇▇▇ Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-27, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of November 28, 2001 among ▇▇▇▇▇ 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: