Common use of PRELIMINARY STATEMENT Clause in Contracts

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

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

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is The Bank, in the holder ordinary course of the entire interest in REMIC Mortgage Pass-Through Certificatesits business, Series _____-__, Class B_ originates and acquires SBA Section 7(a) Loans (the "Class B_ CertificatesSBA Section 7(a) Loans") to small businesses in compliance with the provisions of the Small Business Act and the rules and regulations thereunder, which SBA Section 7(a) Loans are evidenced by the SBA Notes in favor of the Bank. The Funding Trust acquired the Unguaranteed Interests (as defined herein) in certain of the SBA Section 7(a) Loans from the Bank pursuant to a Sale and Servicing Agreement dated as of October 1, 1999 between the Funding Trust and the Bank. Pursuant to and in accordance with the provisions of the Small Business Act and the Loan Guaranty Agreement, a portion of each SBA Section 7(a) Loan has been guaranteed by the Small Business Administration (the "SBA"). The Class B_ Certificates were issued Bank has previously sold the Guaranteed Interest (as defined herein) in the SBA Section 7(a) Loans to certain Registered Holders pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1, _____ SBA Form 1086 Agreements between the Company (in its capacity as servicer thereundersuch Registered Holders, the "Servicer") SBA 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 hereofBank. In connection accordance with such saleSBA Form 1086 Agreements, the parties hereto have agreed acknowledge that the CompanySBA is the party in interest with respect to the Guaranteed Interest. Pursuant to and in accordance with policies of the SBA, as the Servicer is required to retain the Premium Protection Fee and the Servicing Fee. To facilitate the sale of the Unguaranteed Interest in the SBA Section 7(a) Loans, and the servicing of the SBA Loans by the Servicer, will engage the Bank and the Funding Trust are entering into this Agreement with the Trustee. The Sellers are transferring the Unguaranteed Interest in certain special servicing procedures relating the SBA Loans to foreclosures the Trustee for the benefit of the PurchaserSBA and the Certificateholders under this Agreement, pursuant to which Certificates are being issued, denominated on the face thereof as First International Bank SBA Loan-Backed Adjustable Rate Certificates, Series 2000-1, Class A, Class M and that Class B, representing in the Purchaser will deposit funds aggregate a 100% undivided beneficial ownership interest in a collateral fund the right to cover any losses attributable to such procedures as well as all advances and costs in connection therewithreceive the principal portion of the Unguaranteed Interests of the SBA Loans together with interest thereon at the then applicable Class A, Class M or Class B Interest Distribution Amount, as set forth hereinthe case may be. [The Unguaranteed Interest of the Initial SBA Loans have an aggregate outstanding principal balance of $25,846,858.63 as of March 3, 2000 (the "Cut-Off Date"), after application of payments received by the Sellers on or before such date. The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective 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: 9 ARTICLE I

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

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

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertifxxxxxs, 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 Depositox"), 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 thereunderNationax Xxxociation, 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 SENSATA TECHNOLOGIES B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the holder laws of the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ Netherlands (the "Class B_ Certificates"“BV Borrower”). The Class B_ Certificates were issued pursuant , SENSATA TECHNOLOGIES FINANCE COMPANY, LLC, a Delaware limited liability company (the “US Borrower”; together with the BV Borrower, the “Borrowers”), SENSATA TECHNOLOGIES INTERMEDIATE HOLDING B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, are party to a Pooling and Servicing Credit Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1May 12, _____ between the Company 2011 (in its capacity as servicer thereunderamended, amended and restated, supplemented or otherwise modified from time to time, the "Servicer"“Credit Agreement”; the capitalized terms defined therein and not otherwise defined herein being used herein as therein defined) with certain Lenders party thereto, the Initial L/C Issuer, the Initial Swing Line Lender and XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent. The Borrowers and the Guarantors have entered into or may from time to time enter into lines of credit (committed or uncommitted) and State Street Bank other similar arrangements (the “Bilateral Obligations”) with Lenders or their Affiliates and Trust Company certain other financial institutions as Trustee. ____________________________ or an affiliate thereof intends to resell all initially set forth on Schedule XII of the Class B_ Certificates directly Domestic Security Agreement and as such schedule may be amended from time to time upon written notice by the Borrowers to the Purchaser on applicable Lenders or promptly after the date hereofAffiliates and certain other financial institutions (each, in such capacity, a “Bilateral Provider”). In connection with such saleEach Guarantor may receive, the parties hereto have agreed that the Companydirectly or indirectly, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit a portion of the Purchaser, proceeds of the Loans under the Credit Agreement and that will derive substantial direct and indirect benefits from the Purchaser will deposit funds in transactions contemplated by the Credit Agreement and from each Bilateral Provider’s Bilateral Obligations. It is a collateral fund condition precedent to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, making of the Loans by the Lenders and the Company will have no obligations issuance of Letters of Credit by the Initial L/C Issuer under this the Credit Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable entry by the Company Hedge Banks into Secured Hedge Agreements from time to time that each Guarantor shall have executed and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificatesdelivered this Guaranty.

PRELIMINARY STATEMENT. or an affiliate thereof The Issuer 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 business trust created by a Trust Agreement (the "Pooling and Servicing Agreement") dated as of ________ March 1, _____ 1997 between the Wilmington Trust Company (in its capacity as servicer Trustee thereunder, the "ServicerOwner Trustee") and Mid-State Street Bank and Trust Company Homes, Inc., as Grantor. The Issuer will act at all times through the Owner Trustee. ____________________________ or The Issuer has entered into an affiliate thereof Indenture (the "Indenture"), dated as of the date of this Agreement, with First Union National Bank of Florida, as Trustee (the "Trustee"), pursuant to which the Issuer 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 _____-__issue its [ ]% Asset Backed Notes, Class B5 A-1 (the "Class B5 CertificatesA-1 Notes"), [ ]% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), [ ]% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") has been reduced and [ ]% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes, the "Notes"). Pursuant to zerothe Indenture, as security for the Notes, the Issuer is Granting to the Trustee a security interest in, among other things, certain Accounts, its rights under this Agreement, the Collection Account, the Holding Account and the Hazard Insurance Policies (as such terms are hereinafter defined). The parties desire to enter into this Agreement to provide, among other things, for the servicing of the Accounts by the Servicer. The Servicer acknowledges that, in order further to secure the Notes, the Issuer is Granting to the Trustee a security interest in, among other things, its rights under this Agreement, and any Special Servicing the Servicer agrees that all covenants and Collateral Fund Agreement in agreements made by the Servicer herein with respect of such Class between to the Company Accounts shall also be for the benefit and the Purchaser has been terminated.] In consideration security of the mutual agreements herein containedTrustee and Holders of the Notes. For its services hereunder, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ CertificatesServicer will receive a Servicing Fee with respect to each Account serviced hereunder as provided herein.

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

PRELIMINARY STATEMENT. or an affiliate thereof The Purchaser is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertifxxxxxs, 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 "ServicerDepositox") ), Wells Fargo Bank, N.A., as Master Servicer and State Street HSBC Bank and Trust Company USA, Nationax Xxxociation, 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 Pursuant to the holder Scheme (as this and other capitalized terms used in this Preliminary Statement and not otherwise defined in this Preliminary Statement are defined in Section 1.01 below), Goal Acquisitions Limited, a private limited company organized under the laws of Guernsey, all of the entire interest in REMIC Mortgage Passoutstanding share capital of which is owned by a wholly-Through Certificatesowned subsidiary of Pernod, Series _____-__formed to effect the Allied Acquisition (“Bidco”), Class B_ has acquired (the "Class B_ Certificates"“Allied Acquisition”) the entire outstanding share capital of Allied Domecq PLC, a public limited company organized under the laws of England and Wales (“Allied”). The Class B_ Certificates were issued pursuant to a Pooling Company, the Administrative Agent and Servicing the Lenders previously entered into that certain Credit Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1April, _____ between 20, 2005, as amended as of July 24, 2005 (the “Existing Credit Agreement”), under which the Lenders made loans or agreed to make loans to the Company in an aggregate principal amount of up to $6,000,000,000 (up to $2,000,000,000 of which was made available in its capacity as servicer thereunderone or more Alternative Currencies) to (a) finance the purchase of the Bidco Tracking Shares, the "Servicer"Xxxxxx Assets and the Allied subsidiary holding the Courvoisier brand of spirits and fund certain other amounts payable pursuant to the Acquisition Documents, (b) provide the funds to enable the Company to make the MM Loan in accordance with the Acquisition Documents and State Street Bank (c) pay fees and Trust Company as Trustee. ____________________________ expenses related thereto or an affiliate thereof intends to resell all otherwise incurred in connection with the making of the Class B_ Certificates directly MM Loan, the purchase of the Xxxxxx Assets, the Spirits Acquisition, this Agreement and the Transactions. The Company and the Lenders desire to amend and restate the Existing Credit Agreement in the form of this Agreement to, among other things, provide that an aggregate principal amount of $5,000,000,000 (including the amount of the loans made under the Existing Credit Agreement) will continue to be available on a revolving basis on and after the Initial Funding Date, on the terms and subject to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as conditions set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual covenants and agreements herein containedcontained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser parties hereto agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.as follows:

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series 1999-6, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 25, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities ------- Corporation Mortgage Pass-Through Certificates, Series 1999-3, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 28, 1999 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the ------- Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

PRELIMINARY STATEMENT. or an affiliate thereof is The Issuer owes money to (i) GSO (as defined below) pursuant to the holder of GSO Loan Documents (as defined below), (ii) the entire interest in REMIC Mortgage Pass-Through CertificatesPurchaser pursuant to the Original Purchase Agreement (as defined below), Series _____-__, Class B_ (iii) eFunds (as defined below) pursuant to the "Class B_ Certificates"eFunds Settlement (as defined below) and (iv) to Notemachine (as defined below) pursuant to the Notemachine Settlement Agreement (as defined below). 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 Issuer also intends to resell all of consummate the Class B_ Certificates directly to the Purchaser on or promptly after the date hereofAcquisition (as defined below). In connection with such salethe Issuer’s obligations under the GSO Loan Documents and in connection with the Acquisition, the Issuer desires to sell to the Purchaser, and the Purchaser desires to purchase from the Issuer, notes on the Closing Date, in an aggregate principal amount of $11,000,000 (the “Notes; and the term Notes shall include any notes issued in substitution therefor pursuant to this Agreement). The proceeds of the sale of the Notes to the Purchaser are to be used solely (a) to pay amounts owed to GSO under the GSO Loan Documents, (b) to pay amounts owed to the Lenders party to the Original Purchase Agreement, (c) to pay a portion of amounts owed to Notemachine under the Notemachine Settlement Agreement, (d) to pay eFunds a portion of amounts owed under the eFunds Settlement, (e) to pay the purchase price in connection with the Acquisition, (f) for working capital of the Loan Parties and (g) to pay fees and expenses incurred in connection with the foregoing and the Notes. Simultaneously with entering into this Agreement, the Issuer and the Purchasers are entering into that certain Amended and Restated Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”) attached as Exhibit F hereto, relating to the Warrant Shares. The Purchasers are willing to purchase the Notes from the Issuer, and the Issuer is willing to sell the Notes to the Purchaser, on the terms and subject to the conditions set forth herein. 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 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 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 Lessor holds fee simple title to the holder Land as described, respectively, on Schedules 1, 2 and 3 of APPENDIX II hereto, together with the Improvements located thereon (together, the "LEASED PROPERTY"), and, pursuant to the Participation Agreement and the other Operative Documents, and at the request of the entire interest Lessee, (i) the Lessor has agreed to refinance certain indebtedness encumbering the Properties, (ii) the Lessor has agreed to lease and demise the Leased Property to the Lessee under this Lease, and the Lessee has agreed to rent and hire the Leased Property from the Lessor hereunder, (iii) the Lessor has reserved and provided for, and the Lessee has agreed to pay, Basic Rent under this Lease in REMIC Mortgage Pass-Through Certificatesan aggregate amount sufficient to pay the debt service incurred in connection with the refinancing of such indebtedness, (iv) in order to refinance the indebtedness encumbering the Properties and pay all related Leased Property Costs, (a) the Lessor has made arrangements to borrow funds from the Issuer under a loan in the amount of $28,373,000 (raised through the issuance and sale of the Issuer's Series _____-__, Class B_ 2000A Floating Rate Notes (the "Class B_ CertificatesNOTES"). The Class B_ Certificates were issued pursuant to a Pooling ) in the aggregate principal amount of $28,373,000) and Servicing Agreement (b) the Lessor has reorganized and recapitalized its partnership interests and has incurred, both previously and currently, Property Costs in the aggregate sum of $877,515.46 (the "Pooling and Servicing AgreementCONTRIBUTION") dated as of ________ 1for which it has not been reimbursed or repaid, _____ between and (v) pursuant to the Company (in its capacity as servicer thereunderReimbursement Agreement, the "Servicer") Credit Bank has agreed to issue the Letter of Credit to the Note Trustee to provide for the payment of required debt service under, and State Street Bank the remarketing of, the Notes, and Trust Company as Trustee. ____________________________ or an affiliate thereof intends the Lessor has agreed to resell pay all fees required for the maintenance of the Class B_ Certificates directly Letter of Credit and to reimburse the Purchaser on or promptly after Issuer for all Drawings under 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 Letter of the Purchaser, Credit and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs Letter of Credit Liabilities incurred in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective 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 CertificatesCertifxxxxxs, 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 Depositox"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1U.S. Bank National Assxxxxxion, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such salethe ownership by the Purchaser of the Lowest Priority Certificates, the Purchaser and the Company have agreed that (i) the Purchaser, for so long as it owns 100% of the Lowest Priority Certificates, will have the unilateral right to control foreclosure decisions with respect to delinquent mortgage loans and (ii) the Company will provide to the Purchaser certain information with respect to the Mortgage Loans; The parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser: ARTICLE I

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertificxxxx, Series 2003-6, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 28, 2003 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling and Servicing AgreementSeller") dated ), Welxx Xxrgo Bank Minnesota, National Association, as of ________ 1Master Servicer anx Xxxhovia 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 CertificatesCertifxxxxxs, Series 2006-AR11, Class [_____-__, Class B_ ] (the "Class B_ B Certificates"), which are the Lowest Priority Certificates (as defined below) outstanding with respect to such Series. The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of July 28, 2006 among Wells Fargo Asset Securities Corporation, as depositor (the "Pooling Depositox"), 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 thereunderNationax Xxxociation, 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 Xxxxx Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-5, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of April 29, 2003 among Wells Xxxxx Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Xxxxx 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 Seller, in the holder ordinary course of its business, originates loans in conjunction with the entire interest in REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B_ SBA 504 Loan Program (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 thereundersuch loans, the "ServicerSBA 504 Loans") and State Street Bank the SBA ss.7(a) Loan Program (such loans, the "Section 7(a) Companion Loans" and, together with the SBA 504 Loans, the "Related Loans") and Trust Company as in connection with its Conventional Commercial Loan Program (such loans, the "CCL Loans") to businesses which Business Loans are evidenced by the Business Notes in favor of the Seller. To facilitate the sale of the Business Loans and the servicing of the Business Loans by the Servicer, the Seller, the Servicer and the Representative are entering into this Agreement with the Trustee. ____________________________ or an affiliate thereof intends to resell all of The Seller is transferring the Class B_ Certificates directly Business Loans 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 Trustee for the benefit of the PurchaserCertificateholders under this Agreement, pursuant to which Certificates are being issued, denominated on the face thereof as The Money Store Business Loan Backed Certificates, Series 1997-2, Class A and Class B, representing in the aggregate a 100% undivided beneficial ownership interest in the right to receive the principal portion of the Business Loans together with interest thereon at the then applicable Class Remittance Rates. The Business Loans have an aggregate outstanding principal balance of $46,194,989.88 as of November 30, 1997 (the "Cut-Off Date"), after application of payments received by the Seller on or before such date. The offering of the Class A and Class B Certificates will be registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 filed with the Securities and Exchange Commission by the Representative, on behalf of itself, the Seller and certain of their affiliates. The Representative will be responsible for determining that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to issuance and offering of the Certificates complies with the provisions hereof. Except for such procedures as well as all advances and costs in connection therewithresponsibility, as set forth hereinthe Representative shall have no obligations or duties hereunder. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.as follows:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertificxxxx, Series 2005-AR2, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 16, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Welxx Xxrgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Xxxxxiation, 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 CertificatesCertificxxxx, 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"), Welxx Xxrgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Xxxxxiation, 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 1998-10, 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 April 30, 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 Wells Fargo Asset Securities Corporation Mortgage Pass-Through CertificatesCertificxxxx, 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"), Welxx Xxrgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Xxxxxiation, 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 CertificatesCertifixxxxx, 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 ), Wexxx Xargo Bank and Trust Company Minnesota, National Association, as Master Servicer axx [Xrustee], 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 Xxxxx Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-D, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of August 29, 2002 among Xxxxx Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Xxxxx 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 2000-1, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 28, 2000 among Norwest Integrated Structured Assets, Inc., as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____1995-__7, Class B_ (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ September 1, _____ 1995 between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Multi-Class Pass-Through Certificates, Series _____1995-__7, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-F, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of September 26, 2002 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fargo Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Faxxx Xsset Securities Corporation Mortgage Pass-Through Certificates, Series 2004-A, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of January 14, 2004 among Wells Faxxx Xsset Securities Corporation, as seller (the "Pooling Seller"), Wells Faxxx Xank 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 Company has duly authorized the holder formation of the entire interest in REMIC Mortgage Trust to issue a Series of Certificates with an aggregate initial principal amount of $161,394,769, to be known as the Senior/Subordinated Pass-Through Certificates, Series _____1997-__, Class B_ I (the "Class B_ Certificates"). The Class B_ Certificates were issued pursuant consist of 11 Classes that in the aggregate evidence the entire beneficial ownership interest in the Trust. In accordance with Section 10.01 of the Standard Terms, the Trustee will make an election to treat all of the assets of the Trust as two real estate mortgage investment conduits (each, a "REMIC" and, individually, the "Pooling REMIC" and the "Issuing REMIC") for federal income tax purposes. The Pooling REMIC will consist of the Distribution Account and the Assets listed on the Asset Schedule attached as Schedule I (as defined below) hereto. The Issuing REMIC will consist of the nine Subaccounts designated as provided herein. The "startup day" of each REMIC for purposes of the REMIC Provisions is the Closing Date. GRANTING CLAUSES To provide for the distribution of the principal of and interest on the Certificates in accordance with their terms, all of the sums distributable under the Pooling and Servicing Agreement (with respect to the "Certificates and the performance of the covenants contained in this Pooling and Servicing Agreement") dated as of ________ 1, _____ between the Company hereby bargains, sells, conveys, assigns and transfers to the Trustee, in trust and as provided in this Pooling and Servicing Agreement, without recourse and for the exclusive benefit of the Holders of the Certificates, all of the Company's right, title and interest in and to, and any and all benefits accruing to the Company from, (a) the Contracts listed in its capacity as servicer thereunderSchedule IA hereto and the Mortgage Loans (together with the Contracts, the "ServicerAssets") listed in Schedule IB hereto (Schedule IA and State Street Bank Schedule IB shall be collectively referred to herein as "Schedule I"), together with the related Asset Documents, and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all payments thereon and proceeds of the Class B_ Certificates directly conversion, voluntary or involuntary, of the foregoing, including, without limitation, all rights to receive all principal and interest payments due on the Purchaser on or promptly Assets after the date hereof. In connection with Cut-off Date, including such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable scheduled payments received by the Company or Seller on or prior to the Cut-off Date, and Principal Prepayments, Net Insurance Proceeds, Net Liquidation Proceeds, Repurchase Prices and other unscheduled collections received on the Assets on and after the Cut-off Date; (b) the security interests in the Manufactured Homes, Mortgaged Properties and Real Properties granted by the Obligors pursuant to the related Assets; (c) all funds, other than investment earnings, relating to the Assets on deposit in the Certificate Account or the Distribution Account for the Certificates and all proceeds thereof, whether in the form of cash, instruments, securities or other properties; (d) any and all rights, privileges and benefits accruing to the Company under the Sales Agreement with respect to the Assets (provided that the Company shall retain its rights to indemnification from the Seller under such Sales Agreement, but also hereby conveys its rights to such indemnification to the Trustee as its assignee), including the rights and remedies with respect to the enforcement of any and all representations, warranties and covenants under such Sales Agreement; and (e) proceeds of all the foregoing (including, but not by way of limitation, all proceeds of any Standard Hazard Insurance Policy or FHA Insurance, or any other insurance policy relating to any of the Assets, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment of any and every kind, and other forms of obligations and receivables that at any time constitute all or part or are included in the proceeds of any of the foregoing) to make distributions on the Certificates as specified herein (the items referred to in clauses (a) through (e) above shall be collectively referred to herein as the "Trust Estate"). The Trustee acknowledges the foregoing, accepts the trusts hereunder in accordance with the provisions hereof and the Purchaser upon Standard Terms and agrees to perform the acquisition by duties herein or therein required to the Purchaser best of its ability to the end that the interests of the Class B_ CertificatesHolders of the Certificates may be adequately and effectively protected.

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Xxxxx 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 Xxxxx Fargo Asset Securities Corporation, as seller (the "Seller"), Xxxxx 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 Wxxxx 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 Wxxxx Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wxxxx 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 Xxxxx Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2001-10, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of May 30, 2001 among Xxxxx Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Xxxxx 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 1998-34, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of December 23, 1998 among Norwest Asset Securities Corporation, as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer, First Union National Bank, as Trust Administrator, and Servicing Agreement") dated as of ________ 1, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and United States Trust Company of New York, as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

PRELIMINARY STATEMENT. or an affiliate thereof ____________________________________is the holder of the entire interest in REMIC 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 Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series _____1996-__7, Class B_ ---- (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1October 29, _____ between the Company 1996 among Norwest Asset Securities Corporation, as Seller (in its capacity "NASCOR"), Norwest Bank Minnesota, National Association, as servicer thereunderMaster Servicer, the "Servicer") and State Street Bank and Firstar Trust Company Company, as Trustee, and First Union National Bank of North Carolina, as Trust Administrator. ____________________________ or an affiliate thereof ---------------------------------- intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof (the “Owner”) is the holder of the entire interest in REMIC ChaseFlex Trust Series 2007-3, Multi-Class Mortgage Pass-Through Certificates, Series _____2007-__3, Class B_ [ ] (the "“Class B_ [ ] Certificates"”). The Class B_ [ ] Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of June 1, 2007 (the "“Pooling and Servicing Agreement"”) dated as of ________ 1among Chase Mortgage Finance Corporation, _____ between (the Company (in its capacity “Company”), JPMorgan Chase Bank, N.A., as servicer thereunder(the “Servicer”), JPMorgan Chase Bank, N.A., as custodian, (the "Servicer"“Custodian”), The Bank of New York Trust Company, N.A., as paying agent (the “Paying Agent”) and State Street The Bank and of New York Trust Company Company, N.A., as trustee (the “Trustee”). ____________________________ or an affiliate thereof The Owner intends to resell all of the Class B_ [ ] Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that to the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.following:

PRELIMINARY STATEMENT. or an affiliate thereof is the holder The Company has granted to Employee 42,129 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 holder of the entire interest in REMIC Norwest Integrated Structured Assets, Inc. Mortgage Asset-Backed Pass-Through Certificates, Series 1999-1, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 29, 1999 among Norwest Integrated Structured Assets, Inc., as seller (the "Pooling Seller"), Norwest Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1First Union National Bank, _____ between the Company (in its capacity as servicer thereunder, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

PRELIMINARY STATEMENT. or an affiliate thereof (the "Owner") is the holder of the entire interest in REMIC Chase Mortgage Finance Trust Series 2007-A1, Multi-Class Mortgage Pass-Through Certificates, Series _____2007-__A1, Class B_ B-5 (the "Class B_ B-5 Certificates"). The Class B_ B-5 Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 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 "Custodian"), The Bank of New York Trust Company, N.A., as paying agent (the "Paying Agent") and State Street The Bank and of New York Trust Company Company, N.A., as trustee (the "Trustee"). ____________________________ or an affiliate thereof The Owner intends to resell all of the Class B_ B-5 Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the Company, as Servicer, will engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that to the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.following:

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Asset-Backed Pass-Through Thrxxxx Certificates, Series 2005-1, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of February 25, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Welxx Xxrgo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Xxxxxiation, 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 CertificatesCertificxxxx, 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 ), Welxx Xxrgo Bank Minnesota, National Association, as of ________ 1Master Servicer anx Xxxhovia 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 CertificatesCertifxxxxxs, 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 Depositox"), Wells Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1U.S. Bank National Assxxxxxion, _____ 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 Fxxxx Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2002-12, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of June 28, 2002 among Wells Fxxxx Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Fxxxx Bank Minnesota, National Association, as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Norwest Asset Securities Corporation Mortgage Pass-Through Certificates, Series _____1996-__5, Class B_ ---- (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ________ 1October 30, _____ between the Company 1996 among Norwest Asset Securities Corporation, as Seller (in its capacity "NASCOR"), Norwest Bank Minnesota, National Association, as servicer thereunderMaster Servicer, the "Servicer") First Union National Bank of North Carolina, as Trust Administrator and State Street Bank and Firstar Trust Company Company, as Trustee. ____________________________ or an affiliate thereof ---------------------- intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Xxxxx Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series _____2001-__16, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of June 28, 2001 among Xxxxx Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Xxxxx 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 Xxxxx Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2005-AR5, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 16, 2005 among Xxxxx Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Xxxxx Fargo Bank, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Association, the "Servicer") and State Street Bank and Trust Company as Trustee. ____________________________ or an affiliate thereof intends to resell all of the Class B_ B Certificates directly to the Purchaser on or promptly after the date hereof. In connection with such sale, the parties hereto have agreed that the CompanyCompany will cause, to the extent that the Company as Master Servicer is granted such authority in the related Servicing Agreements, the related servicers (each a related "Servicer"), will which service the Mortgage Loans which comprise the Trust Estate related to the above referenced series under the related servicing agreements (each a related "Servicing Agreement"), to engage in certain special servicing procedures relating to foreclosures for the benefit of the Purchaser, and that the Purchaser will deposit funds in a collateral fund to cover any losses attributable to such procedures as well as all advances and costs in connection therewith, as set forth herein. [The parties hereto have further agreed that the Purchaser will have no rights, and the Company will have no obligations under this Agreement until the Class Certificate Principal Balance of the REMIC Mortgage Pass-Through Certificates, Series _____-__, Class B5 (the "Class B5 Certificates") has been reduced to zero, and any Special Servicing and Collateral Fund Agreement in respect of such Class between the Company and the Purchaser has been terminated.] In consideration of the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree that the following provisions shall become effective and shall be binding on and enforceable by the Company and the Purchaser upon the acquisition by the Purchaser of the Class B_ Certificates.Purchaser:

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

PRELIMINARY STATEMENT. or an affiliate thereof is the holder of the entire interest in REMIC Wells Fargo Asset Securities Corporation Mortgage Pass-Through Certificates, Series Xxxxxs 2005-4, Class _____-__, Class B_ (the "Class B_ B Certificates"). The Class B_ B Certificates were issued pursuant to a Pooling and Servicing Agreement dated as of March 30, 2005 among Wells Fargo Asset Securities Corporation, as seller (the "Pooling Seller"), Wells Farxx Xxnk, N.A., as Master Servicer and Servicing Agreement") dated as of ________ 1Wachovia Bank, _____ between the Company (in its capacity as servicer thereunderNational Associxxxxx, 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