==============================================================================


                  WELLS FARGO ASSET SECURITIES CORPORATION,
                                    Depositor

                             WELLS FARGO BANK, N.A.,
                                    Servicer

                             WELLS FARGO BANK, N.A.,
                            Securities Administrator

                                       and

                      HSBC Bank USA, National Association,
                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                              Dated as of [ ], 200


             Home Equity Asset-Backed Certificates, Series 200 -


==============================================================================


<PAGE>

                                TABLE OF CONTENTS


                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Defined Terms..................................................5
Section 1.02  Accounting...................................................


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01  Conveyance of Mortgage Loans.................................
Section 2.02  Acceptance by Custodian......................................
Section 2.03  Repurchase or Substitution of Mortgage Loans by the
               Depositor...................................................
Section 2.04  Representations and Warranties of the Depositor with
               respect to the Mortgage Loans...............................
Section 2.05  Representations, Warranties and Covenants of the Servicer....
Section 2.06  Representations and Warranties of the Depositor..............
Section 2.07  Issuance of Certificates and the Uncertificated Regular
               Interests...................................................


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND

Section 3.01  Servicer to Act as Servicer..................................
Section 3.02  Collection of Mortgage Loan Payments.........................
Section 3.03  Realization Upon Defaulted Mortgage Loans....................
Section 3.04  Collection Account, Distribution Account and Reserve
               Account.....................................................
Section 3.05  Permitted Withdrawals From the Collection Account............
Section 3.06  Establishment of Escrow Accounts; Deposits in Escrow
               Accounts....................................................
Section 3.07  Permitted Withdrawals From Escrow Account....................
Section 3.08  Payment of Taxes, Insurance and Other Charges;
               Collections Thereunder; Primary Mortgage Insurance..........
Section 3.09  Transfer of Accounts.........................................
Section 3.10  Maintenance of Hazard Insurance..............................
Section 3.11  Maintenance of Mortgage Impairment Insurance Policy..........
Section 3.12  Fidelity Bond, Errors and Omissions Insurance................
Section 3.13  Title, Management and Disposition of REO Property............
Section 3.14  Due-on-Sale Clauses; Assumption and Substitution
               Agreements..................................................
Section 3.15  Duties of the Credit Risk Manager............................
Section 3.16  Optional Purchases of 60+ Day Delinquent Loans...............
Section 3.17  Trustee to Cooperate; Release of Files.......................
Section 3.18  Servicing Compensation.......................................
Section 3.19  Annual Statement as to Compliance............................
Section 3.20  Assessment of Servicing Compliance; Registered Public
               Accounting Firm Attestation Reports.........................
Section 3.21  Access to Certain Documentation and Information Regarding
               the Mortgage Loans..........................................
Section 3.22  Obligations of the Servicer in Respect of Compensating
               Interest....................................................
Section 3.23  Investment of Funds in the Collection Account and the
               Distribution Account........................................
Section 3.24  Liability of Servicer; Indemnification.......................
Section 3.25  Reports of Foreclosure and Abandonment of Mortgaged
               Properties..................................................
Section 3.26  Limitation of Liability of the Credit Risk Manager...........
Section 3.27  No Personal Solicitation.....................................
Section 3.28  Exchange Act Reports.........................................


                                   ARTICLE IV

                                  FLOW OF FUNDS

Section 4.01 Interest Distributions........................................
Section 4.02 Distributions of Principal and Monthly Excess Cashflow
               Amounts.....................................................
Section 4.03  Allocation of Losses.........................................
Section 4.04  Method of Distribution.......................................
Section 4.05  Distributions on Book-Entry Certificates.....................
Section 4.06  Statements...................................................
Section 4.07  Remittance Reports; Advances.................................
Section 4.08  REMIC Distributions..........................................


                                    ARTICLE V

                                THE CERTIFICATES

Section 5.01  The Certificates.............................................
Section 5.02  Registration of Transfer and Exchange of Certificates........
Section 5.03  Mutilated, Destroyed, Lost or Stolen Certificates............
Section 5.04  Persons Deemed Owners........................................
Section 5.05  Appointment of Paying Agent..................................


                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR

Section 6.01  Liability of the Servicer and the Depositor..................
Section 6.02  Merger or Consolidation of, or Assumption of the
               Obligations of, the Servicer or the Depositor...............
Section 6.03  Limitation on Liability of the Servicer and Others...........
Section 6.04  Servicer Not to Resign.......................................
Section 6.05  Delegation of Duties.........................................


                                   ARTICLE VII

                                     DEFAULT

Section 7.01  Servicer Events of Termination...............................
Section 7.02  Trustee to Act; Appointment of Successor.....................
Section 7.03  Waiver of Defaults...........................................
Section 7.04  Notification to Certificateholders...........................
Section 7.05  Survival of Servicer Liabilities.............................


                                  ARTICLE VIII

                 THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

Section 8.01  Duties of Trustee and Securities Administrator...............
Section 8.02  Certain Matters Affecting the Trustee and the Securities
               Administrator...............................................
Section 8.03  Trustee and Securities Administrator Not Liable for
               Certificates or Mortgage Loans..............................
Section 8.04  Trustee and Securities Administrator May Own Certificates....
Section 8.05  Trustee and Securities Administrator Fees and Expenses.......
Section 8.06  Eligibility Requirements for Trustee and Securities
               Administrator...............................................
Section 8.07  Resignation or Removal of Trustee and Securities
               Administrator...............................................
Section 8.08  Successor Trustee and Successor Securities Administrator.....
Section 8.09  Merger or Consolidation of Trustee or Securities
               Administrator...............................................
Section 8.10  Appointment of Co-Trustee or Separate Trustee................
Section 8.11  Limitation of Liability......................................
Section 8.12  Trustee or Securities Administrator May Enforce Claims
               Without Possession of Certificates..........................
Section 8.13  Suits for Enforcement........................................
Section 8.14  Waiver of Bond Requirement...................................
Section 8.15  Waiver of Inventory, Accounting and Appraisal Requirement....
Section 8.16  Appointment of Custodian.....................................


                                   ARTICLE IX

                     REMIC AND GRANTOR TRUST ADMINISTRATION

Section 9.01  REMIC Administration.........................................
Section 9.02  Prohibited Transactions and Activities.......................
Section 9.03  Indemnification with Respect to Certain Taxes and Loss of
               REMIC Status................................................
Section 9.04  REO Property.................................................
Section 9.05  Grantor Trust Administration.................................


                                    ARTICLE X

                                   TERMINATION

Section 10.01 Termination..................................................
Section 10.02 Additional Termination Requirements..........................


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

Section 11.01 Amendment....................................................
Section 11.02 Recordation of Agreement; Counterparts.......................
Section 11.03 Limitation on Rights of Certificateholders...................
Section 11.04 Governing Law; Jurisdiction..................................
Section 11.05 Notices......................................................
Section 11.06 Severability of Provisions...................................
Section 11.07 Article and Section References...............................
Section 11.08 Notice to the Rating Agencies................................
Section 11.09 Further Assurances...........................................
Section 11.10 Benefits of Agreement........................................
Section 11.11 Acts of Certificateholders...................................
Section 11.12 Regulation AB Compliance; Intent of Parties;
               Reasonableness..............................................


<PAGE>

                                    EXHIBITS:

Exhibit A-1       Form of Class AI-1A Certificates
Exhibit A-2       Form of Class AI-1B Certificates
Exhibit A-4       Form of Class AII-1 Certificates
Exhibit A-5       Form of Class AII-2 Certificates
Exhibit A-6       Form of Class AII-3 Certificates
Exhibit B-1       Form of Class M-1 Certificates
Exhibit B-2       Form of Class M-2 Certificates
Exhibit B-3       Form of Class M-3 Certificates
Exhibit B-4       Form of Class M-4 Certificates
Exhibit B-5       Form of Class M-5 Certificates
Exhibit B-6       Form of Class M-6 Certificates
Exhibit B-7       Form of Class M-7 Certificates
Exhibit B-8       Form of Class M-8 Certificates
Exhibit B-9       Form of Class M-9 Certificates
Exhibit B-10      Form of Class M-10 Certificates
Exhibit B-11      Form of Class M-11 Certificates
Exhibit B-12      Form of Class M-12 Certificates
Exhibit B-13      Form of Class M-13 Certificates
Exhibit C-1       Form of Class CE Certificates
Exhibit C-2       Form of Class P Certificates
Exhibit C-3       Form of Class R Certificates
Exhibit C-4       Form of Class R-X Certificates
Exhibit D-1       Addresses for Requesting Mortgage Loan Schedule
Exhibit E         Form of Request for Release
Exhibit F-1       Form of Custodian's Initial Certification
Exhibit F-2       Form of Custodian's Final Certification
Exhibit G         Form of Mortgage Loan Purchase Agreement
Exhibit H         Form of Lost Note Affidavit
Exhibit I         Form of ERISA Representation Letter
Exhibit J         Form of Rule 144A Investment Letter
Exhibit K         Form of Class [R] [R-X] Certificate Transfer Affidavit
Exhibit L         Form of Transferor  Certificate  for the  Class M-12,  Class
                  M-13, Class CE, Class P, Class R and Class R-X Certificates
Exhibit M         Monthly Information Provided by Servicer
Exhibit N         Form of Yield Maintenance Agreement
Exhibit O         Form of Sarbanes-Oxley Certification
Exhibit P         Form of Certification of the Securities Administrator
                  to be Provided to Servicer
Exhibit Q         List of Recordation States
Exhibit R         Form of Custodial Agreement
Exhibit S         Servicing   Criteria  to  be  Addressed  in   Assessment  of
                  Compliance
Exhibit T         Additional Form 10-D Disclosure
Exhibit U         Additional Form 10-K Disclosure
Exhibit V         Form 8-K Disclosure Information
Exhibit W         Additional Disclosure Notification


<PAGE>

            This Pooling and Servicing Agreement is dated as of [ ], 200 (the
"Agreement"), among WELLS FARGO ASSET SECURITIES CORPORATION, as depositor (the
"Depositor"), WELLS FARGO BANK, N.A., as servicer (the "Servicer"), WELLS FARGO
BANK, N.A., as securities administrator (the "Securities Administrator") and
HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the "Trustee").

                              PRELIMINARY STATEMENT

            The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple Classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of twenty-two
Classes of Certificates, designated as (i) the Class AI-1A, Class AI-1B, Class
AII-1, Class AII-2 and Class AII-3 Certificates, (ii) the Class M-1, Class M-2,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
Class M-10, Class M-11, Class M-12 and Class M-13 Certificates, (iii) the Class
CE Certificates, (iv) the Class P Certificates and (v) the Class R and Class R-X
Certificates.

                                     REMIC 1

            As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement (but exclusive of the Yield Maintenance
Agreement, the Reserve Account, the Cap Carryover Amounts, the Prepayment
Penalties, the Servicer Prepayment Penalty Payment Amounts and the Originator
Prepayment Penalty Payment Amounts) as a real estate investment conduit (a
"REMIC") for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC 1." The Class R-1 Interest will represent the sole
class of "residual interests" in REMIC 1 for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial
Uncertificated Principal Balance, and solely for purposes of satisfying Treasury
Regulations Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests
will be certificated.

<PAGE>

===========================================================================
                   Uncertificated         Initial
                       REMIC 1         Uncertificated    Latest Possible
  Designation     Pass-Through Rate  Principal Balance   Maturity Date(1)
---------------------------------------------------------------------------
LT1AA                Variable(2)     $                     [______], 20

LT1AI1A              Variable(2)     $                     [______], 20

LT1AI1B              Variable(2)     $                     [______], 20

LT1AII1              Variable(2)     $                     [______], 20

LT1AII2              Variable(2)     $                     [______], 20

LT1AII3              Variable(2)     $                     [______], 20

LT1M1                Variable(2)     $                     [______], 20

LT1M2                Variable(2)     $                     [______], 20

LT1M3                Variable(2)     $                     [______], 20

LT1M4                Variable(2)     $                     [______], 20

LT1M5                Variable(2)     $                     [______], 20

LT1M6                Variable(2)     $                     [______], 20

LT1M7                Variable(2)     $                     [______], 20

LT1M8                Variable(2)     $                     [______], 20

LT1M9                Variable(2)     $                     [______], 20

LT1M10               Variable(2)     $                     [______], 20

LT1M11               Variable(2)     $                     [______], 20

LT1M12               Variable(2)     $                     [______], 20

LT1M13               Variable(2)     $                     [______], 20

LT1ZZ                Variable(2)     $                     [______], 20

LT1SUB               Variable(2)     $                     [______], 20

LT1GRP               Variable(2)     $                     [______], 20

LT2SUB               Variable(2)     $                     [______], 20

LT2GRP               Variable(2)     $                     [______], 20

LT1XX                Variable(2)     $                     [______], 20
=============================================================================

(1)   Solely for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),
      the Distribution Date immediately following the maturity date for the
      Mortgage Loan with the latest maturity date has been designated as the
      "latest possible maturity date" for each REMIC 1 Regular Interest.

(2)   Calculated in accordance with the definition of "Uncertificated REMIC 1
      Pass-Through Rate" herein.

<PAGE>

                                     REMIC 2

            As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC 2." The Class R-2 Interest represents the sole class of
"residual interests" in REMIC 2 for purposes of the REMIC Provisions.

            The following table sets forth (or describes) the Class designation,
Original Principal Balance, the Pass-Through Rate and Assumed Final Maturity
Dates for each Class of Certificates and the Class CE Uncertificated Interest
comprising the interests in the Trust Fund created hereunder:

=============================================================================
                        Original         Pass-Through       Assumed Final
      Class        Principal Balance         Rate          Maturity Dates*
-----------------------------------------------------------------------------
AI-1A                      $                 (1)              [___], 20

AI-1B                      $                 (2)              [___], 20

AII-1                      $                 (3)              [___], 20

AII-2                      $                 (4)              [___], 20

AII-3                      $                 (5)              [___], 20

M-1                        $                 (6)              [___], 20

M-2                        $                 (7)              [___], 20

M-3                        $                 (8)              [___], 20

M-4                        $                 (9)              [___], 20

M-5                        $                 (10)             [___], 20

M-6                        $                 (11)             [___], 20

M-7                        $                 (12)             [___], 20

M-8                        $                 (13)             [___], 20

M-9                        $                 (14)             [___], 20

M-10                       $                 (15)             [___], 20

M-11                       $                 (16)             [___], 20

M-12                       $                 (17)             [___], 20

M-13                       $                 (18)             [___], 20

CE                       (19)                (19)                N/A

P                        N/A                 N/A                 N/A

R                        N/A                 N/A                 N/A

R-X                      N/A                 N/A                 N/A

Total                      $                                     N/A
=============================================================================

*     Solely for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),
      the Distribution Date following the maturity date for the Mortgage Loan
      with the latest maturity date has been designated as the "latest possible
      maturity date" for each Class of Certificates and the Class CE
      Uncertificated Interest that represents one or more of the "regular
      interests" in REMIC 2.

(1)   The Pass-Through Rate for the Class AI-1A Certificates during each
      Interest Accrual Period is equal to the lesser of: (i) the Class AI-1A
      Formula Rate and (ii) the Group I Cap for such Distribution Date.

(2)   The Pass-Through Rate for the Class AI-1B Certificates during each
      Interest Accrual Period is equal to the lesser of: (i) the Class AI-1B
      Formula Rate and (ii) the Group I Cap for such Distribution Date.

(3)   The Pass-Through Rate for the Class AII-1 Certificates during each
      Interest Accrual Period is equal to the lesser of: (i) the Class AII-1
      Formula Rate and (ii) the Group II Cap for such Distribution Date.

(4)   The Pass-Through Rate for the Class AII-2 Certificates during each
      Interest Accrual Period is equal to the lesser of: (i) the Class AII-2
      Formula Rate and (ii) the Group II Cap for such Distribution Date.

(5)   The Pass-Through Rate for the Class AII-3 Certificates during each
      Interest Accrual Period is equal to the lesser of: (i) the Class AII-3
      Formula Rate and (ii) the Group II Cap for such Distribution Date.

(6)   The Pass-Through Rate for the Class M-1 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-1 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(7)   The Pass-Through Rate for the Class M-2 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-2 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(8)   The Pass-Through Rate for the Class M-3 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-3 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(9)   The Pass-Through Rate for the Class M-4 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-4 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(10)  The Pass-Through Rate for the Class M-5 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-5 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(11)  The Pass-Through Rate for the Class M-6 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-6 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(12)  The Pass-Through Rate for the Class M-7 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-7 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(13)  The Pass-Through Rate for the Class M-8 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-8 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(14)  The Pass-Through Rate for the Class M-9 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-9 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(15)  The Pass-Through Rate for the Class M-10 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-10 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(16)  The Pass-Through Rate for the Class M-11 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-11 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(17)  The Pass-Through Rate for the Class M-12 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-12 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(18)  The Pass-Through Rate for the Class M-13 Certificates during each Interest
      Accrual Period is equal to the lesser of: (i) the Class M-13 Formula Rate
      and (ii) the Pool Cap for such Distribution Date.

(19)  REMIC 2 will issue an Uncertificated Regular Interest economically
      equivalent to the Class CE Uncertificated Interest. That Regular Interest
      will be an asset of REMIC A which will issue the Class CE Certificates as
      described under "REMIC A" in this Preliminary Statement. Solely for REMIC
      purposes, the Class CE Certificates will (i) have an Original Principal
      Balance equal to the Initial Overcollateralization Amount (but will not
      bear interest on such amount) and (ii) will bear interest on its Notional
      Amount.

                                     REMIC A

            As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the Class CE Uncertificated Interest as
a REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC A." The Class CE Certificates (other than the obligation
of the Class CE Certificates to make payments with respect to Cap Carryover
Amounts) represent the sole class of regular interests and the Class R-X
Certificate represents the sole class of "residual interests" in REMIC A for
purposes of the REMIC Provisions. Solely for REMIC purposes, the Class CE
Certificates shall have a principal balance equal to the Class CE Uncertificated
Interest and shall bear interest at the same rate as the Class CE Uncertificated
Interest, in each case as described in footnote (19) relating to REMIC 2. Solely
for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the
Distribution Date following the maturity date for the Mortgage Loan with the
latest maturity date has been designated as the "latest possible maturity date"
for the Class CE Certificates.

                                   ARTICLE I

                                   DEFINITIONS

            Section 1.01 Defined Terms. Whenever used in this Agreement or in
the Preliminary Statement, the following words and phrases, unless the context
otherwise requires, shall have the meanings specified in this Article. Interest
on all Regular Certificates will be calculated on the basis of the actual number
of days in the related Interest Accrual Period and a 360-day year.

            "1933 Act" The Securities Act of 1933, as amended.

            "60+ Day Delinquent Loan" Each Mortgage Loan (including each
Mortgage Loan in foreclosure and each Mortgage Loan for which the Mortgagor has
filed for bankruptcy after the Closing Date) with respect to which any portion
of a Monthly Payment is, as of the last day of the prior Collection Period, two
months or more past due and each Mortgage Loan relating to an REO Property.

 "Account" Any of the Collection  Account,  the  Distribution
Account, the Reserve Account or the Escrow Account.

 "Accrued Certificate Interest" With respect to each
Distribution Date and Class of Certificates (other than the Class CE, Class P
and Residual Certificates), an amount equal to the interest accrued at the
Pass-Through Rate set forth or described for such Class in the table in the
Preliminary Statement during the related Interest Accrual Period on the
Principal Balance of such Class of Certificates, reduced by such Class' Interest
Percentage of any Current Interest Shortfall for such Distribution Date.

            "Additional Form 10-D Disclosure" As defined in Section 3.28(a).

            "Additional Form 10-K Disclosure" As defined in Section 3.28(b).

            "Additional Servicer" As defined in Section 6.05.

            "Adjustable Rate Mortgage Loan" A Mortgage Loan which has a rate at
which interest accrues that adjusts based on the Index plus a related Gross
Margin, as set forth and subject to the limitations in the related Mortgage
Note.

            "Adjustment Date" With respect to each Adjustable Rate Mortgage
Loan, each adjustment date on which the Mortgage Interest Rate changes pursuant
to the related Mortgage Note. The first Adjustment Date following the applicable
Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth in the
Mortgage Loan Schedules.

            "Advance" As to any Mortgage Loan, any advance made by the Servicer
in respect of any Distribution Date pursuant to Section 4.07 or if the Servicer
fails to make any advance, by the Trustee pursuant to Section 7.01.

            "Adverse REMIC Event" As defined in Section 9.01(f) hereof.

            "Affiliate" With respect to any Person, any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise and "controlling" and "controlled"
shall have meanings correlative to the foregoing.

            "Agreement" This Pooling and Servicing Agreement and all amendments
and supplements hereto.

            "Applicable Regulations" As to any Mortgage Loan, all federal, state
and local laws, statutes, rules and regulations applicable thereto.

            "Applied Realized Loss Amount" With respect to each Distribution
Date, the excess, if any, of (a) the aggregate of the Principal Balances of the
Certificates (other than the Class CE, Class P and Residual Certificates and
after giving effect to all distributions on such Distribution Date and the
increase of any Principal Balances as a result of Subsequent Recoveries) over
(b) the Pool Balance as of the end of the related Collection Period.

            "Assignment" An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect or
record the sale of the Mortgage.

            "Assumed Final Maturity Date" As to each Class of Certificates, the
date set forth as such in the Preliminary Statement.

            "Available Funds" As to any Distribution Date, an amount equal to
the excess of (i) the sum of: (a) the aggregate of the Monthly Payments due
during the related Collection Period and received on or prior to the related
Determination Date by the Servicer, (b) Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds, Principal Prepayments, Substitution Adjustment
Amounts, the Purchase Price for any repurchased Mortgage Loan, the Termination
Price with respect to the termination of the Trust pursuant to Section 10.01
hereof and other unscheduled recoveries of principal and interest (excluding
Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and Servicer
Prepayment Penalty Payment Amounts) in respect of the Mortgage Loans during the
related Prepayment Period, (c) the aggregate of any amounts received in respect
of an REO Property deposited in the Collection Account for such Distribution
Date, (d) any Compensating Interest for such Distribution Date, (e) the
aggregate of any Advances made by the Servicer or the Trustee for such
Distribution Date and (f) any Reimbursement Amount or Subsequent Recovery
deposited into the Collection Account during the related Prepayment Period over
(ii) the sum of (a) amounts reimbursable or payable to the Servicer pursuant to
Sections 3.05 or 6.03, (b) amounts reimbursable or payable to the Trustee
pursuant to Section 7.01 or Section 8.05 and amounts reimbursable or payable to
the Securities Administrator pursuant to Section 8.05 or Section 9.01(c), (c)
Stayed Funds, (d) the Servicing Fee and (e) amounts deposited in the Collection
Account or the Distribution Account, as the case may be, in error.

            "Balloon Loan" A Mortgage Loan that provides for the payment of the
unamortized principal balance of such Mortgage Loan in a single payment at the
maturity of such Mortgage Loan that is substantially greater than the preceding
monthly payment.

            "Balloon Payment" A payment of the unamortized principal balance of
a Mortgage Loan in a single payment at the maturity of such Mortgage Loan that
is substantially greater than the preceding Monthly Payment.

            "Bankruptcy Code" Title 11 of the United States Code, as amended.

            "Book-Entry Certificates" Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository directly, as a Depository
Participant, or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.02 hereof. On the Closing
Date, the Class AI-1A, Class AI-1B, Class AII-1, Class AII-2, Class AII-3, Class
M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates
shall be Book-Entry Certificates.

            "Business Day" Any day other than (i) a Saturday or a Sunday or (ii)
a legal holiday in the State of Delaware, the State of New York, the State of
Maryland, the State of Minnesota, the State of Iowa or in the city in which the
Corporate Trust Office of the Trustee or the Securities Administrator is located
are authorized or obligated by law or executive order to be closed.

            "Cap" Any of the Group I Cap, the Group II Cap or the Pool Cap.

            "Cap Amount" With respect to any Distribution Date and any Class of
Class M Certificates an amount equal to (i) the Yield Maintenance Agreement
Payment for such Distribution Date multiplied by (ii) a fraction equal to (a)
the Principal Balance of such Class immediately prior to such Distribution Date
divided by (b) the sum of the Principal Balances of the Class M Certificates
immediately prior to such Distribution Date.

            "Cap Carryover Amount" If on any Distribution Date, the Accrued
Certificate Interest for any Certificate is based upon a Cap, the excess of (i)
the amount of interest such Certificate would have been entitled to receive on
such Distribution Date based on the related Formula Rate, over (ii) the amount
of interest such Certificate received on such Distribution Date based on the
related Cap, together with the unpaid portion of any such excess from prior
Distribution Dates (and interest accrued thereon at the then applicable Formula
Rate on such Certificate).

            "Certificate" Any Regular Certificate or Residual Certificate.

            "Certificate Custodian" Initially, Wells Fargo Bank; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Securities Administrator.

            "Certificate Owner" With respect to each Book-Entry Certificate, any
beneficial owner thereof.

            "Certificate Register" and "Certificate Registrar" The register
maintained and registrar appointed pursuant to Section 5.02 hereof.

            "Certificateholder" or "Holder" The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual
Certificate for any purpose hereof.

            "Class" Collectively, Certificates or REMIC Regular Interests which
have the same priority of payment and bear the same class designation and the
form of which is identical except for variation in the Percentage Interest
evidenced thereby.

            "Class A Certificate" Any one of the Class AI or Class AII
Certificates.

            "Class A Certificateholders" Collectively, the Holders of the Class
A Certificates.

            "Class AI Certificate" Any one of the Certificates with an "AI"
designated on the face thereof substantially in the form annexed hereto as
Exhibits A-1 and A-2, executed by the Securities Administrator on behalf of the
Trust and authenticated and delivered by the Certificate Registrar, representing
the right to distributions as set forth herein and therein.

            "Class AI-1A Certificate Margin" For each Distribution Date (i) on
or prior to the Optional Termination Date, [ ]% per annum, and (ii) following
the Optional Termination Date, [ ]% per annum.

            "Class AI-1A Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class AI-1A Certificate Margin and (b) the Group I
Maximum Rate Cap.

            "Class AI-1B Certificate Margin" For each Distribution Date (i) on
or prior to the Optional Termination Date, [ ]% per annum, and (ii) following
the Optional Termination Date, [ ]% per annum.

            "Class AI-1B Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class AI-1B Certificate Margin and (b) the Group I
Maximum Rate Cap.

            "Class AII Certificate" Any one of the Certificates with an "AII"
designated on the face thereof substantially in the form annexed hereto as
Exhibits A-4, A-5 and A-6, executed by the Securities Administrator on behalf of
the Trust and authenticated and delivered by the Certificate Registrar,
representing the right to distributions as set forth herein and therein.

            "Class AII-1 Certificate Margin" For each Distribution Date (i) on
or prior to the Optional Termination Date, [ ]% per annum, and (ii) following
the Optional Termination Date, [ ]% per annum.

            "Class AII-1 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class AII-1 Certificate Margin and (b) the Group II
Maximum Rate Cap.

            "Class AII-2 Certificate Margin" For each Distribution Date (i) on
or prior to the Optional Termination Date, [ ]% per annum, and (ii) following
the Optional Termination Date, [ ]% per annum.

            "Class AII-2 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class AII-2 Certificate Margin and (b) the Group II
Maximum Rate Cap.

            "Class AII-3 Certificate Margin" For each Distribution Date (i) on
or prior to the Optional Termination Date, [ ]% per annum, and (ii) following
the Optional Termination Date, [ ]% per annum.

            "Class AII-3 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class AII-3 Certificate Margin and (b) the Group II
Maximum Rate Cap.

            "Class CE Certificates" Any one of the Class CE Certificates as
designated on the face thereof substantially in the form annexed hereto as
Exhibit C-1, executed by the Securities Administrator on behalf of the Trust and
authenticated and delivered by the Certificate Registrar, representing the right
to distributions as set forth herein and therein.

            "Class CE Distributable Amount" With respect to any Distribution
Date, the sum of (i) the interest accrued on such Class CE Certificate at its
Pass-Through Rate calculated on its Notional Amount less the amount (without
duplication) of Cap Carryover Amounts paid pursuant to Section 4.02(b)(xlii),
(ii) any remaining Overcollateralization Release Amounts and (iii) the amount
remaining in the Reserve Account after the distributions in Section 3.04(g)(i)
and (ii).

            "Class CE Uncertificated Interest" The uncertificated Regular
Interest issued by REMIC 2 and held as an asset of REMIC A, as described in the
Preliminary Statement hereto.

            "Class M Certificate" Any one of the Certificates with an "M"
designated on the face thereof substantially in the form annexed hereto as
Exhibit B-1, Exhibit B-2, Exhibit B-3, Exhibit B-4, Exhibit B-5, Exhibit B-6,
Exhibit B-7, Exhibit B-8, Exhibit B-9, Exhibit B-10, Exhibit B-11, Exhibit B-12
and Exhibit B-13, executed by the Securities Administrator on behalf of the
Trust and authenticated and delivered by the Certificate Registrar, representing
the right to distributions as set forth herein and therein.

            "Class M Certificateholders" Collectively, the Holders of the Class
M Certificates.

            "Class M-1 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-1 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-1 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-1 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date) and (ii) the Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) [ ]% and (ii) the Pool
Balance as of the last day of the related Collection Period and (B) the
Overcollateralization Floor.

            "Class M-1 Realized Loss Amortization Amount" As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-1 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (iv) hereof, in each case
for such Distribution Date.

            "Class M-2 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-2 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-2 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-2 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii)
the Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) [ ]% and (ii)
the Pool Balance as of the last day of the related Collection Period and (B) the
Overcollateralization Floor.

            "Class M-2 Realized Loss Amortization Amount" As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (vii) hereof, in each
case for such Distribution Date.

            "Class M-3 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-3 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-3 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-3 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), and (iv) the Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) [
]% and (ii) the Pool Balance as of the last day of the related Collection Period
and (B) the Overcollateralization Floor.

            "Class M-3 Realized Loss Amortization Amount" As to the Class M-3
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-3 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (x) hereof, in each case
for such Distribution Date.

            "Class M-4 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-4 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-4 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-4 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date) and (v) the Principal Balance of the Class M-4 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) [ ]% and (ii) the Pool Balance as of the last day of the related
Collection Period and (B) the Overcollateralization Floor.

            "Class M-4 Realized Loss Amortization Amount" As to the Class M-4
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-4 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xiii) hereof, in each
case for such Distribution Date.

            "Class M-5 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-5 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-5 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-5 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date) and (vi) the Principal Balance of the Class
M-5 Certificates immediately prior to such Distribution Date over (y) the lesser
of (A) the product of (i) [ ]% and (ii) the Pool Balance as of the last day of
the related Collection Period and (B) the Overcollateralization Floor.

            "Class M-5 Realized Loss Amortization Amount" As to the Class M-5
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-5 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xvi) hereof, in each
case for such Distribution Date.

            "Class M-6 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-6 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-6 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-6 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5
Certificates (after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Principal Balance
of the Class M-6 Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) [ ]% and (ii) the Pool Balance as of
the last day of the related Collection Period and (B) the Overcollateralization
Floor.

            "Class M-6 Realized Loss Amortization Amount" As to the Class M-6
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-6 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xix) hereof, in each
case for such Distribution Date.

            "Class M-7 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-7 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-7 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-7 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5
Certificates (after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Principal Balance of
the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date) and (viii) the
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) [ ]% and (ii)
the Pool Balance as of the last day of the related Collection Period and (B) the
Overcollateralization Floor.

            "Class M-7 Realized Loss Amortization Amount" As to the Class M-7
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-7 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xxii) hereof, in each
case for such Distribution Date.

            "Class M-8 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-8 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-8 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-8 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5
Certificates (after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Principal Balance of
the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date), (vii) the
Principal Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such Distribution
Date) and (viii) the Principal Balance of the Class M-8 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) [
]% and (ii) the Pool Balance as of the last day of the related Collection Period
and (B) the Overcollateralization Floor.

            "Class M-8 Realized Loss Amortization Amount" As to the Class M-8
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-8 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xxv) hereof, in each
case for such Distribution Date.

            "Class M-9 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-9 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-9 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-9 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5
Certificates (after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Principal Balance of
the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date), (viii) the
Principal Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Principal Balance of the Class M-8 Certificates (after taking
into account the payment of the Class M-8 Principal Distribution Amount on such
Distribution Date) and (x) the Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) [ ]% and (ii) the Pool Balance as of the last day of the related
Collection Period and (B) the Overcollateralization Floor.

            "Class M-9 Realized Loss Amortization Amount" As to the Class M-9
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-9 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xxviii) hereof, in each
case for such Distribution Date.

            "Class M-10 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-10 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-10 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-10 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5
Certificates (after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Principal Balance of
the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date), (viii) the
Principal Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Principal Balance of the Class M-8 Certificates (after taking
into account the payment of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Principal Balance of the Class M-9 Certificates
(after taking into account the payment of the Class M-9 Principal Distribution
Amount on such Distribution Date) and (xi) the Principal Balance of the Class
M-10 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) [ ]% and (ii) the Pool Balance as of the last
day of the related Collection Period and (B) the Overcollateralization Floor.

            "Class M-10 Realized Loss Amortization Amount" As to the Class M-10
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-10 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in Section 4.02(b)(i) through (xxxi) hereof, in
each case for such Distribution Date.

            "Class M-11 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-11 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-11 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-11 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5
Certificates (after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Principal Balance of
the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date), (viii) the
Principal Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Principal Balance of the Class M-8 Certificates (after taking
into account the payment of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Principal Balance of the Class M-9 Certificates
(after taking into account the payment of the Class M-9 Principal Distribution
Amount on such Distribution Date), (xi) the Principal Balance of the Class M-10
Certificates (after taking into account the payment of the Class M-10 Principal
Distribution Amount on such Distribution Date) and (xii) the Principal Balance
of the Class M-11 Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) [ ]% and (ii) the Pool Balance as of
the last day of the related Collection Period and (B) the Overcollateralization
Floor.

            "Class M-11 Realized Loss Amortization Amount" As to the Class M-11
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-11 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in Section 4.02(b)(i) through (xxxiv) hereof, in
each case for such Distribution Date.

            "Class M-12 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-12 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-12 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-12 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5
Certificates (after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Principal Balance of
the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date), (viii) the
Principal Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Principal Balance of the Class M-8 Certificates (after taking
into account the payment of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Principal Balance of the Class M-9 Certificates
(after taking into account the payment of the Class M-9 Principal Distribution
Amount on such Distribution Date), (xi) the Principal Balance of the Class M-10
Certificates (after taking into account the payment of the Class M-10 Principal
Distribution Amount on such Distribution Date), (xii) the Principal Balance of
the Class M-11 Certificates (after taking into account the payment of the Class
M-11 Principal Distribution Amount on such Distribution Date) and (xiii) the
Principal Balance of the Class M-12 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) [ ]% and (ii)
the Pool Balance as of the last day of the related Collection Period and (B) the
Overcollateralization Floor.

            "Class M-12 Realized Loss Amortization Amount" As to the Class M-12
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-12 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in Section 4.02(b)(i) through (xxxvii) hereof, in
each case for such Distribution Date.

            "Class M-13 Certificate Margin" For each Distribution Date (i) on or
prior to the Optional Termination Date, [ ]% per annum, and (ii) following the
Optional Termination Date, [ ]% per annum.

            "Class M-13 Formula Rate" For each Distribution Date, a rate per
annum equal to the lesser of (a) One-Month LIBOR as of the related LIBOR
Determination Date, plus the Class M-13 Certificate Margin and (b) the Pool
Maximum Rate Cap.

            "Class M-13 Principal Distribution Amount" As of any Distribution
Date on or after the Stepdown Date and as long as a Trigger Event is not in
effect, the excess of (x) the sum of (i) the sum of the Principal Balances of
the Senior Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date), (iii)
the Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution
Date), (iv) the Principal Balance of the Class M-3 Certificates (after taking
into account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Principal Balance of the Class M-5
Certificates (after taking into account the payment of the Class M-5 Principal
Distribution Amount on such Distribution Date), (vii) the Principal Balance of
the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date), (viii) the
Principal Balance of the Class M-7 Certificates (after taking into account the
payment of the Class M-7 Principal Distribution Amount on such Distribution
Date), (ix) the Principal Balance of the Class M-8 Certificates (after taking
into account the payment of the Class M-8 Principal Distribution Amount on such
Distribution Date), (x) the Principal Balance of the Class M-9 Certificates
(after taking into account the payment of the Class M-9 Principal Distribution
Amount on such Distribution Date), (xi) the Principal Balance of the Class M-10
Certificates (after taking into account the payment of the Class M-10 Principal
Distribution Amount on such Distribution Date), (xii) the Principal Balance of
the Class M-11 Certificates (after taking into account the payment of the Class
M-11 Principal Distribution Amount on such Distribution Date), (xiii) the
Principal Balance of the Class M-12 Certificates (after taking into account the
payment of the Class M-12 Principal Distribution Amount on such Distribution
Date) and (xiv) the Principal Balance of the Class M-13 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i) [
]% and (ii) the Pool Balance as of the last day of the related Collection Period
and (B) the Overcollateralization Floor.

            "Class M-13 Realized Loss Amortization Amount" As to the Class M-13
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-13 Certificates as of such Distribution
Date and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the
sum of the amounts described in Section 4.02(b)(i) through (xl) hereof, in each
case for such Distribution Date.

            "Class P Certificate" Any one of the Certificates with a "P"
designated on the face thereof substantially in the form annexed hereto as
Exhibit C-2, executed by the Securities Administrator on behalf of the Trust and
authenticated and delivered by the Certificate Registrar, representing the right
to distributions as set forth herein and therein.

            "Class P Certificateholders" The holders of the Class P
Certificates.

            "Class R Certificate" The Class R Certificate executed by the
Securities Administrator on behalf of the Trust, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit C-3 and evidencing the ownership of the Residual Interest in each of
REMIC 1 and REMIC 2. The Class R Certificate represents the ownership of the
Class R-1 Interest and the Class R-2 Interest.

            "Class R-1 Interest": The uncertificated residual interest in REMIC
1.

            "Class R-2 Interest": The uncertificated residual interest in REMIC
2.

            "Class R-X Certificate" The Class R-X Certificate executed by the
Securities Administrator on behalf of the Trust, and authenticated and delivered
by the Certificate Registrar, substantially in the form annexed hereto as
Exhibit C-4 and evidencing the ownership of the Residual Interest in REMIC A.

            "Closing Date" [ ], 200 .

            "Code" The Internal Revenue Code of 1986, as it may be amended from
time to time.

            "Collection Account" The account or accounts created and maintained
by the Servicer pursuant to Section 3.04(a), which shall be entitled "Collection
Account, Wells Fargo Bank, N.A., as Servicer for HSBC Bank USA, National
Association, as Trustee, in trust for registered Holders of Wells Fargo Home
Equity Asset-Backed Securities 200 - Trust, Home Equity Asset-Backed
Certificates, Series 200 - ," and which must be an Eligible Account.

            "Collection Period" With respect to any Distribution Date, the
period from the second day of the calendar month preceding the month in which
such Distribution Date occurs through the first day of the month in which such
Distribution Date occurs.

            "Commission" The United States Securities and Exchange Commission.

            "Compensating Interest" As defined in Section 3.22 hereof.

            "Condemnation Proceeds" All awards or settlements in respect of a
taking of a Mortgaged Property by exercise of the power of eminent domain or
condemnation.

            "Corporate Trust Office" With respect to the Trustee, the principal
corporate trust office of the Trustee at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument is
located at 452 Fifth Avenue, New York, New York 10018, Attention: WFHET 200 - or
at such other address as the Trustee may designate from time to time by notice
to the Certificateholders, the Depositor, the Securities Administrator and the
Servicer. With respect to the Securities Administrator, the corporate trust
office of the Securities Administrator at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office at the date of the execution of this instrument is
located at (i) for certificate transfer purposes, Wells Fargo Center, Sixth
Street and Marquette Avenue, Minneapolis, Minnesota, 55479-0113, Attention:
Client Manager-WFHET, Series 200 - and (ii) for all other purposes, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager-WFHET,
Series 200 - or at such other address as the Securities Administrator may
designate from time to time by notice to the Certificateholders, the Depositor,
the Trustee and the Servicer.

            "Corresponding Classes" With respect to REMIC 1 and REMIC 2, the
following Classes shall be Corresponding Classes:
---------------------------------------------------------------------------

    Corresponding REMIC 1 Classes        Corresponding REMIC 2 Classes
---------------------------------------------------------------------------
               LT1AI1A                      Class AI-1A Certificates

               LT1AI1B                      Class AI-1B Certificates

               LT1AII1                      Class AII-1 Certificates

               LT1AII2                      Class AII-2 Certificates

               LT1AII3                      Class AII-3 Certificates

                LT1M1                        Class M-1 Certificates

                LT1M2                        Class M-2 Certificates

                LT1M3                        Class M-3 Certificates

                LT1M4                        Class M-4 Certificates

                LT1M5                        Class M-5 Certificates

                LT1M6                        Class M-6 Certificates

                LT1M7                        Class M-7 Certificates

                LT1M8                        Class M-8 Certificates

                LT1M9                        Class M-9 Certificates

               LT1M10                       Class M-10 Certificates

               LT1M11                       Class M-11 Certificates

               LT1M12                       Class M-12 Certificates

               LT1M13                       Class M-13 Certificates

            "Credit Risk Management Agreement" The Credit Risk Management
Agreement between the Servicer and the Credit Risk Manager dated [      ], 200 .

            "Credit Risk Manager" [           ].

            "Credit Risk Manager Fee" The fee payable to the Credit Risk Manager
on each Distribution Date for its services as Credit Risk Manager, in an amount
equal to the product of (i) one-twelfth of the Credit Risk Manager Fee Rate and
(ii) the Pool Balance as of the opening of business on the first day of the
related Collection Period.

            "Credit Risk Manager Fee Rate" With respect to any Distribution
Date, [ ]% per annum.

            "Current Interest Shortfall" With respect to any Distribution Date,
the sum of (i) the aggregate amount of Relief Act Interest Shortfalls, (ii) the
aggregate amount of Prepayment Interest Shortfalls attributable to partial
Principal Prepayments and (iii) the amount, if any, by which (x) the aggregate
amount of Prepayment Interest Shortfalls attributable to Principal Prepayments
in full exceeds (y) the Compensating Interest for such Distribution Date.

            "Custodial Agreement" That certain Custodial Agreement, dated as of
[ ], 200 , among the Custodian, the Depositor, the Servicer and the Trustee, in
the form of Exhibit R attached hereto.

            "Custodian" Wells Fargo Bank, as custodian pursuant to the Custodial
Agreement, and any successor custodian, if any, hereafter appointed by the
Trustee pursuant to Section 8.16. The Custodian may (but need not) be the
Trustee, the Securities Administrator or the Servicer or any Person directly or
indirectly controlling or controlled by or under common control of any of them.

            "Cut-off Date" With respect to each Mortgage Loan, the Due Date
occurring in [ ] 20 .

            "Cut-off Date Principal Balance" With respect to any Mortgage Loan,
the unpaid principal balance thereof as of the applicable Cut-off Date after
giving effect to any Monthly Payment due on such date and to the application of
funds received or advanced on or before such date (or as of the applicable date
of substitution with respect to an Eligible Substitute Mortgage Loan).

            "Debt Service Reduction" With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

            "Defective Mortgage Loan" A Mortgage Loan replaced or to be replaced
by one or more Eligible Substitute Mortgage Loans.

            "Deficient Valuation" With respect to any Mortgage Loan, a valuation
of the related Mortgaged Property by a court of competent jurisdiction in an
amount less than the then outstanding principal balance of the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that results in a permanent forgiveness of principal,
which valuation results from a proceeding initiated under the Bankruptcy Code.

            "Definitive Certificates" As defined in Section 5.02(c) hereof.

            "Delinquent" Any Mortgage Loan with respect to which the Monthly
Payment due on a Due Date is not made by the close of business on the next
scheduled Due Date for such Mortgage Loan.

            "Depositor" Wells Fargo Asset Securities Corporation, a Delaware
corporation, or any successor in interest.

            "Depository" The initial depository shall be The Depository Trust
Company, whose nominee is Cede & Co., or any other organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act. The Depository
shall initially be the registered Holder of the Book-Entry Certificates. The
Depository shall at all times be a "clearing corporation" as defined in Section
8-102(a)(5) of the Uniform Commercial Code of the State of New York.

            "Depository Participant" A broker, dealer, bank or other financial
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

            "Determination Date" With respect to any Distribution Date, the 17th
day of the calendar month in which such Distribution Date occurs or, if such
17th day is not a Business Day, the Business Day immediately preceding such 17th
day.

            "Disqualified Organization" A "disqualified organization" under
Section 860E of the Code, which as of the Closing Date is any of: (i) the United
States, any state or political subdivision thereof, any possession of the United
States, any foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (ii) any organization (other than a
cooperative described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code unless such organization is subject to the tax
imposed by Section 511 of the Code, (iii) any organization described in Section
1381(a)(2)(C) of the Code, or (iv) any other Person so designated by the
Securities Administrator based upon an Opinion of Counsel provided by nationally
recognized counsel to the Securities Administrator that the holding of an
ownership interest in a Class R or Class R-X Certificate by such Person may
cause the Trust Fund or any Person having an ownership interest in any Class of
Certificates (other than such Person) to incur liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the transfer
of an ownership interest in a Class R or Class R-X Certificate to such Person. A
corporation will not be treated as an instrumentality of the United States or of
any state or political subdivision thereof if all of its activities are subject
to tax and a majority of its board of directors is not selected by a
governmental unit. The term "United States," "state" and "international
organization" shall have the meanings set forth in Section 7701 of the Code.

            "Distribution Account" The trust account or accounts created and
maintained by the Securities Administrator pursuant to Section 3.04(b), which
shall be entitled "Distribution Account, Wells Fargo Bank, N.A., as Securities
Administrator, in trust for the registered Holders of Wells Fargo Home Equity
Asset-Backed Securities 200 - Trust, Home Equity Asset-Backed Certificates,
Series 200 - ," and which must be an Eligible Account.

            "Distribution Date" The 25th day of any calendar month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in [ ] 20 .

            "Distribution Date Statement" As defined in Section 4.06(a) hereof.

            Document Transfer Date: The 60th day following the occurrence of a
Document Transfer Event.

            Document Transfer Event: The occurrence of either of the following:
(i) Wells Fargo Bank is no longer the Servicer of any of the Mortgage Loans or
(ii) the senior, unsecured long-term debt rating of Wells Fargo & Company is
less than "BBB-" by [ ].

            "Due Date" With respect to each Mortgage Loan, the day of the
calendar month on which the Monthly Payment for such Mortgage Loan was due in
accordance with the terms of the related Mortgage Note, exclusive of any grace
period.

            "Eligible Account" Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the short-term unsecured debt obligations of such holding company) are
rated [ ] by [ ] and [ ] by [ ] (or comparable ratings if [ ] and [ ] are not
the Rating Agencies) by each of the Rating Agencies at the time any amounts are
held on deposit therein, (ii) an account or accounts the deposits in which are
fully insured by the FDIC, (iii) a trust account or accounts maintained with the
trust department of a federal or state chartered depository institution,
national banking association or trust company acting in its fiduciary capacity
or (iv) an account otherwise acceptable to each Rating Agency without reduction
or withdrawal of their then current ratings of the Certificates as evidenced by
a letter from each Rating Agency to the Securities Administrator and the
Trustee. Eligible Accounts may bear interest.

            "Eligible Investments" Any one or more of the following obligations
or securities acquired at a purchase price of not greater than par, regardless
of whether issued or managed by the Depositor, the Servicer, the Securities
Administrator, the Trustee or any of their respective Affiliates or for which an
Affiliate of the Trustee or the Securities Administrator serves as an advisor:

                  (i) direct obligations of, or obligations fully guaranteed as
            to timely payment of principal and interest by, the United States or
            any agency or instrumentality thereof, provided such obligations are
            backed by the full faith and credit of the United States;

                  (ii) (A) demand and time deposits in, certificates of deposit
            of, bankers' acceptances issued by or federal funds sold by any
            depository institution or trust company (including the Trustee, the
            Securities Administrator or their respective agents acting in their
            respective commercial capacities) incorporated under the laws of the
            United States of America or any state thereof and subject to
            supervision and examination by federal and/or state authorities, so
            long as, at the time of such investment or contractual commitment
            providing for such investment, such depository institution or trust
            company or its ultimate parent has a short term uninsured debt
            rating in one of the two highest available rating categories of [ ]
            and the highest available rating category of [ ] and provided that
            each such investment has an original maturity of no more than 365
            days and (B) any other demand or time deposit or deposit which is
            fully insured by the FDIC;

                  (iii) repurchase obligations with a term not to exceed 30 days
            with respect to any security described in clause (i) above and
            entered into with a depository institution or trust company (acting
            as principal) rated [ ] or higher by [ ] and [ ], provided, however,
            that collateral transferred pursuant to such repurchase obligation
            must be of the type described in clause (i) above and must (A) be
            valued daily at current market prices plus accrued interest or (B)
            pursuant to such valuation, be equal, at all times, to 105% of the
            cash transferred by the Trustee or the Securities Administrator in
            exchange for such collateral and (C) be delivered to the Trustee,
            the Securities Administrator or, if the Trustee or the Securities
            Administrator is supplying the collateral, an agent for the Trustee
            or the Securities Administrator, as the case may be, in such a
            manner as to accomplish perfection of a security interest in the
            collateral by possession of certificated securities;

                  (iv) securities bearing interest or sold at a discount that
            are issued by any corporation incorporated under the laws of the
            United States of America or any State thereof and that are rated by
            each Rating Agency in its highest long-term unsecured rating
            categories at the time of such investment or contractual commitment
            providing for such investment;

                  (v) commercial paper (including both non-interest-bearing
            discount obligations and interest-bearing obligations payable on
            demand or on a specified date not more than 30 days after the date
            of acquisition thereof) that is rated by each Rating Agency in its
            highest short-term unsecured debt rating available at the time of
            such investment;

                  (vi) units of money market funds registered under the
            Investment Company Act of 1940 (including funds managed or advised
            by the Trustee or the Securities Administrator or affiliates
            thereof) that, if rated by each Rating Agency, are rated in its
            highest rating category (if so rated by such Rating Agency); and

                  (vii) if previously confirmed in writing to the Trustee and
            the Securities Administrator, any other demand, money market or time
            deposit, or any other obligation, security or investment, as may be
            acceptable to the Rating Agencies in writing as an eligible
            investment of funds backing securities having ratings equivalent to
            its highest initial rating of the Senior Certificates;

            provided, that no instrument described hereunder shall evidence
either the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.

            "Eligible Substitute Mortgage Loan" A mortgage loan substituted for
a Defective Mortgage Loan pursuant to the terms of this Agreement which must, on
the date of such substitution, (i) have an outstanding principal balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of, the outstanding principal
balance of the Defective Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Interest Rate, with
respect to a Fixed Rate Mortgage Loan, not less than the Mortgage Interest Rate
of the Defective Mortgage Loan and not more than 1% in excess of the Mortgage
Interest Rate of such Defective Mortgage Loan, (iii) if an Adjustable Rate
Mortgage Loan, have a Rate Ceiling not less than the Rate Ceiling for the
Defective Mortgage Loan, (iv) if an Adjustable Rate Mortgage Loan, have a
Minimum Mortgage Interest Rate not less than the Minimum Mortgage Interest Rate
of the Defective Mortgage Loan, (v) if an Adjustable Rate Mortgage Loan, have a
Gross Margin equal to or greater than the Gross Margin of the Defective Mortgage
Loan, (vi) if an Adjustable Rate Mortgage Loan, have the same Index and
frequency of adjustment as the Defective Mortgage Loan (vii) if an Adjustable
Rate Mortgage Loan, have a next Adjustment Date not more than three months later
than the next Adjustment Date on the Defective Mortgage Loan, (viii) have an
original term to maturity not greater than (and not more than one year less
than) that of the Defective Mortgage Loan, (ix) be current as of the date of
substitution, (x) have a Loan-to-Value Ratio equal to or lower than the
Loan-to-Value Ratio of the Defective Mortgage Loan, (xi) have a risk grading at
least equal to the risk grading assigned on the Defective Mortgage Loan, (xii)
have the same lien priority as the Defective Mortgage Loan; (xiii) have a
Prepayment Penalty at least equal in amount and duration of that of the
Defective Mortgage Loan and (xiv) conform to each representation and warranty
set forth in Section 2.04 hereof applicable to the Defective Mortgage Loan. In
the event that one or more mortgage loans are substituted for one or more
Defective Mortgage Loans, the amounts described in clause (i) hereof shall be
determined on the basis of aggregate principal balance, the Mortgage Interest
Rates described in clause (ii) hereof shall be determined on the basis of
weighted average Mortgage Interest Rates, the risk gradings described in clause
(xi) hereof shall be satisfied as to each such mortgage loan, the terms
described in clause (viii) hereof shall be determined on the basis of weighted
average remaining term to maturity, the Loan-to-Value Ratios described in clause
(x) hereof shall be satisfied as to each such mortgage loan and, except to the
extent otherwise provided in this sentence, the representations and warranties
described in clause (xiv) hereof must be satisfied as to each Eligible
Substitute Mortgage Loan or in the aggregate, as the case may be. Any Defective
Mortgage Loan that is a Group I Mortgage Loan or Group II Mortgage Loan must be
replaced by an Eligible Substitute Mortgage Loan that will be a Group I Mortgage
Loan or Group II Mortgage Loan, as applicable.

            "ERISA" The Employee Retirement Income Security Act of 1974, as
amended.

            "ERISA Restricted Certificates" Any of the Class M-12, Class M-13,
Class CE, Class P, Class R and Class R-X Certificates.

            "Escrow Account" The account or accounts created and maintained
pursuant to Section 3.06.

            "Escrow Agreement" An agreement between a Mortgagor and the Servicer
relating to accounts constituting taxes and/or fire and hazard insurance
premiums required to be escrowed.

            "Escrow Payments" The amounts constituting taxes and/or fire and
hazard insurance premiums required to be escrowed to an Escrow Agreement.

            "Estate in Real Property" A fee simple estate in a parcel of real
property.

            "Exchange Act" The Securities Exchange Act of 1934, as amended.

            "Expense Fee Rate" The sum of (i) the Servicing Fee Rate and (ii)
the Credit Risk Manager Fee Rate.

            "Extended Period" As defined in Section 9.04(b).

            "Extra Principal Distribution Amount" As of any Distribution Date,
the lesser of (x) the Monthly Excess Interest Amount for such Distribution Date,
after reduction (but not below zero) by any Current Interest Shortfall and (y)
the Overcollateralization Deficiency for such Distribution Date.

            "FDIC" Federal Deposit Insurance Corporation or any successor
thereto.

            "Fidelity Bond" Shall have the meaning assigned thereto in Section
3.12.

            "Fixed Rate Mortgage Loan" A Mortgage Loan which has a constant
annual rate at which interest accrues in accordance with the provisions of the
related Mortgage Note.

            "Foreclosure Price" The amount reasonably expected to be received
from the sale of the related Mortgaged Property net of any expenses associated
with foreclosure proceedings.

            "Form 8-K" A Current Report on Form 8-K under the Exchange Act.

            "Form 8-K Disclosure Information" As defined in Section 3.28(c).

            "Form 10-D" An Asset-Backed Issuer Distribution Report on Form 10-D
under the Exchange Act.

            "Form 10-K" An Annual Report on Form 10-K under the Exchange Act.

            "Form 10-K Filing Deadline" As defined in Section 3.28(b).

            "Form 15" A Form 15 Suspension Notification under the Exchange Act.

"Formula Rate" Any of the Class AI-1A Formula Rate, the Class AI-1B Formula
Rate, the Class AII-1 Formula Rate, the Class AII-2 Formula Rate, the Class
AII-3 Formula Rate, the Class M-1 Formula Rate, the Class M-2 Formula Rate, the
Class M-3 Formula Rate, the Class M-4 Formula Rate, the Class M-5 Formula Rate,
the Class M-6 Formula Rate, the Class M-7 Formula Rate, the Class M-8 Formula
Rate, the Class M-9 Formula Rate, the Class M-10 Formula Rate, the Class M-11
Formula Rate, the Class M-12 Formula Rate and the Class M-13 Formula Rate.

            "Grantor Trust" That portion of the Trust exclusive of REMIC 1,
REMIC 2 and REMIC A consisting of (a) the Prepayment Penalties, any Originator
Prepayment Penalty Payment Amounts, any Servicer Prepayment Penalty Payment
Amounts, proceeds thereof in the Custodial Account or Distribution Account and
the right of the Class P Certificateholders to receive such Prepayment
Penalties, Originator Prepayment Penalty Payment Amounts and Servicer Prepayment
Penalty Payment Amounts, (b) the right of the Certificates (other than the Class
CE, Class P and Residual Certificates) to receive Cap Carryover Amounts, (c) the
Yield Maintenance Agreement, the Reserve Account and the beneficial interest of
the Class CE Certificates with respect thereto and (d) the obligation of the
Class CE Certificates to pay Cap Carryover Amounts.

            "Gross Margin" With respect to each Adjustable Rate Mortgage Loan,
the fixed percentage set forth in the related Mortgage Note that is added to the
Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Interest Rate for such Mortgage
Loan.

            "Group I Cap" As of any Distribution Date and the Class AI
Certificates, a per annum rate (adjusted by multiplying such rate by a fraction
equal to 30 over the actual number of days in the related Interest Accrual
Period) equal to the Weighted Average Net Mortgage Interest Rate for the Group I
Mortgage Loans.

            "Group I Interest Remittance Amount" As of any Distribution Date,
the sum, without duplication, of (i) all interest due and collected with respect
to the related Collection Period on the Group I Mortgage Loans received by the
Servicer on or prior to the Determination Date for such Distribution Date and
any interest advanced by the Servicer or the Trustee on the Group I Mortgage
Loans with respect to the related Collection Period (less the Servicing Fee,
amounts available for reimbursement of Advances and Servicing Advances pursuant
to Section 3.05 and expenses reimbursable pursuant to Section 6.03, amounts
reimbursable or payable to the Trustee pursuant to this Agreement, including,
without limitation, Sections 7.01 and 8.05 and amounts reimbursable or payable
to the Securities Administrator pursuant to this Agreement, including, without
limitation, Sections 8.05 and 9.01(c)), (ii) all Compensating Interest paid by
the Servicer on the related Distribution Date with respect to such Group I
Mortgage Loans, (iii) the portion of any payment in connection with any
Principal Prepayment, substitution, Purchase Price, Termination Price, Insurance
Proceeds or Net Liquidation Proceeds relating to interest with respect to such
Group I Mortgage Loans received during the related Prepayment Period and (iv)
the portion of any Reimbursement Amount relating to interest on such Group I
Mortgage Loans received during the related Prepayment Period.

            "Group I Maximum Rate Cap" With respect to any Distribution Date and
for the Class AI Certificates, a per annum rate (adjusted by multiplying such
rate by a fraction equal to 30 over the actual number of days in the related
Interest Accrual Period) equal to the average of the Net Rate Ceilings for the
Adjustable Rate Mortgage Loans which are Group I Mortgage Loans and the Net
Mortgage Interest Rates for the Fixed Rate Mortgage Loans which are Group I
Mortgage Loans, weighted on the basis of the unpaid principal balances of the
Group I Mortgage Loans as of the first day of the related Collection Period.

            "Group I Mortgage Loan" Each Mortgage Loan identified as a Group I
Mortgage Loan on the Mortgage Loan Schedule.

            "Group I Overcollateralization Floor" With respect to any
Distribution Date, the amount by which the aggregate unpaid principal balance of
the Group I Mortgage Loans as of the last day of the related Collection Period
exceeds the product of (i) [ ]% and (ii) the aggregate unpaid principal balance
of the Group I Mortgage Loans on the Cut-off Date.

            "Group I Principal Distribution Amount" With respect to any
Distribution Date, the product of the Group I Principal Percentage and the
Principal Distribution Amount.

            "Group I Principal Percentage" With respect to any Distribution Date
and any Class AI Certificates, the percentage equivalent to a fraction, the
numerator of which is the Principal Remittance Amount attributable to the Group
I Mortgage Loans for such Distribution Date and the denominator of which is the
Principal Remittance Amount for such Distribution Date.

            "Group I Senior Principal Distribution Amount" With respect to any
Distribution Date, the excess of (a) the aggregate Principal Balance of the
Class AI Certificates immediately prior to such Distribution Date over (b) the
lesser of (x) the product of (1) [ ]% and (2) the aggregate unpaid principal
balance of the Group I Mortgage Loans as of the last day of the related
Collection Period and (y) the Group I Overcollateralization Floor.

            "Group II Cap" As of any Distribution Date and the Class AII
Certificates, a per annum rate (adjusted by multiplying such rate by a fraction
equal to 30 over the actual number of days in the related Interest Accrual
Period) equal to the Weighted Average Net Mortgage Interest Rate for the Group
II Mortgage Loans.

            "Group II Interest Remittance Amount" As of any Distribution Date,
the sum, without duplication, of (i) all interest due and collected with respect
to the related Collection Period on the Group II Mortgage Loans received by the
Servicer on or prior to the Determination Date for such Distribution Date and
any interest advanced by the Servicer or the Trustee on the Group II Mortgage
Loans with respect to the related Collection Period (less the Servicing Fee,
amounts available for reimbursement of Advances and Servicing Advances pursuant
to Section 3.05 and expenses reimbursable pursuant to Section 6.03, amounts
reimbursable or payable to the Trustee pursuant to this Agreement, including,
without limitation, Sections 7.01 and 8.05 and amounts reimbursable or payable
to the Securities Administrator pursuant to this Agreement, including, without
limitation, Sections 8.05 and 9.01(c)), (ii) all Compensating Interest paid by
the Servicer on the related Distribution Date with respect to such Group II
Mortgage Loans, (iii) the portion of any payment in connection with any
Principal Prepayment, substitution, Purchase Price, Termination Price, Insurance
Proceeds or Net Liquidation Proceeds relating to interest with respect to such
Group II Mortgage Loans received during the related Prepayment Period and (iv)
the portion of any Reimbursement Amount relating to interest on such Group II
Mortgage Loans received during the related Prepayment Period.

            "Group II Maximum Rate Cap" With respect to any Distribution Date
and for the Class AII Certificates, a per annum rate (adjusted by multiplying
such rate by a fraction equal to 30 over the actual number of days in the
related Interest Accrual Period) equal to the average of the Net Rate Ceilings
for the Adjustable Rate Mortgage Loans which are Group II Mortgage Loans and the
Net Mortgage Interest Rates for the Fixed Rate Mortgage Loans which are Group II
Mortgage Loans, weighted on the basis of the unpaid principal balances of the
Group II Mortgage Loans as of the first day of the related Collection Period.

            "Group II Mortgage Loan" Each Mortgage Loan identified as a Group II
Mortgage Loan on the Mortgage Loan Schedule.

            "Group II Overcollateralization Floor" With respect to any
Distribution Date, the amount by which the aggregate unpaid principal balance of
the Group II Mortgage Loans as of the last day of the related Collection Period
exceeds the product of (i) [ ]% and (ii) the aggregate unpaid principal balance
of the Group II Mortgage Loans on the Cut-off Date.

            "Group II Principal Distribution Amount" With respect to any
Distribution Date, the product of the Group II Principal Percentage and the
Principal Distribution Amount.

            "Group II Principal Percentage" With respect to any Distribution
Date and any Class AII Certificates, the percentage equivalent to a fraction,
the numerator of which is the Principal Remittance Amount attributable to the
Group II Mortgage Loans for such Distribution Date and the denominator of which
is the Principal Remittance Amount for such Distribution Date.

            "Group II Senior Principal Distribution Amount" With respect to any
Distribution Date, the excess of (a) the aggregate Principal Balance of the
Class AII Certificates immediately prior to such Distribution Date over (b) the
lesser of (x) the product of (1) [ ]% and (2) the aggregate unpaid principal
balance of the Group II Mortgage Loans as of the last day of the related
Collection Period and (y) the Group II Overcollateralization Floor.

            "Group Subordinate Amount" With respect to any Distribution Date and
(i) Loan Group I, the greater of zero and the excess of the aggregate unpaid
principal balance of the Group I Mortgage Loans as of the first day of the
related Collection Period over the aggregate Principal Balance of the Class AI
Certificates immediately prior to such Distribution Date and (ii) Loan Group II,
the greater of zero and the excess of the aggregate unpaid principal balance of
the Group II Mortgage Loans as of the first day of the related Collection Period
over the aggregate Principal Balance of the Class AII Certificates immediately
prior to such Distribution Date.

            "Independent" When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, the Securities
Administrator, the Trustee, the Servicer and their respective Affiliates, (ii)
does not have any direct financial interest in or any material indirect
financial interest in the Depositor, the Securities Administrator, the Trustee
or the Servicer, or any Affiliate thereof, and (iii) is not connected with the
Depositor, the Securities Administrator, the Trustee or the Servicer, or any
Affiliate thereof, as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Depositor, the Securities
Administrator, the Trustee or the Servicer, or any Affiliate thereof, merely
because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor, the Securities Administrator, the Trustee or
the Servicer, or any Affiliate thereof, as the case may be.

            "Index" With respect to each Adjustable Rate Mortgage Loan and with
respect to each related Adjustment Date, the index as specified in the related
Mortgage Note.

            "Initial Overcollateralization Amount" $[ ].

            "Initial Principal Balance" With respect to any Certificate of a
Class other than a Class CE, Class P or Residual Certificate, the amount
designated "Initial Principal Balance" on the face thereof.

            "Insurance Proceeds" Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Servicer
would follow in servicing mortgage loans held for its own account, subject to
the terms and conditions of the related Mortgage Note and Mortgage.

            "Interest Accrual Period" With respect to any Distribution Date, the
period from and including the preceding Distribution Date to the day prior to
the current Distribution Date (or, in the case of the first Distribution Date,
the period from [ ], 200 through [ ], 20 ).

            "Interest Carry Forward Amount" For any Class of Certificates (other
than the Class CE, Class P and Residual Certificates) and any Distribution Date,
the sum of (a) the excess, if any, of the Accrued Certificate Interest for the
prior Distribution Date and any Interest Carry Forward Amount for the prior
Distribution Date, over the amount in respect of interest actually distributed
on such Class on such prior Distribution Date and (b) interest on such excess at
the applicable Pass-Through Rate on the basis of the actual number of days
elapsed since the prior Distribution Date.

            "Interest Percentage" With respect to any Class of Certificates and
any Distribution Date, the ratio (expressed as a decimal carried to at least six
places) of the Accrued Certificate Interest for such Class to the sum of the
Accrued Certificate Interest for all Classes, in each case with respect to such
Distribution Date, without regard to Current Interest Shortfalls.

            "Interest Remittance Amount" As of any Determination Date, the sum
of the Group I Interest Remittance Amount and the Group II Interest Remittance
Amount.

            "Late Collections" With respect to any Mortgage Loan, all amounts
received subsequent to the Determination Date immediately following any related
Collection Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage and Mortgage
Note) but delinquent on a contractual basis for such Collection Period and not
previously recovered.

            "LIBOR Business Day" Any day on which banks in London, England and
the City of New York are open and conducting transactions in foreign currency
and exchange.

            "LIBOR Determination Date" With respect to any Floating Rate Class,
(i) for the first Distribution Date, the second LIBOR Business Day preceding the
Closing Date and (ii) for each subsequent Distribution Date, the second LIBOR
Business Day prior to the immediately preceding Distribution Date.

            "Liquidated Mortgage Loan" As to any Distribution Date, any Mortgage
Loan in respect of which the Servicer has determined, in accordance with the
servicing procedures specified herein, as of the end of the related Prepayment
Period, that all Liquidation Proceeds, Condemnation Proceeds and Insurance
Proceeds which it expects to recover with respect to the liquidation of the
Mortgage Loan or disposition of the related REO Property have been recovered.

            "Liquidation Proceeds" The amount (other than amounts received in
respect of the rental of any REO Property prior to REO Disposition) received by
the Servicer in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation or (ii) the
liquidation of a defaulted Mortgage Loan by means of a trustee's sale,
foreclosure sale or otherwise.

            "Liquidation Report" The report with respect to a Liquidated
Mortgage Loan in such form as is agreed to by the Servicer, the Trustee and the
Securities Administrator listing (i) the sale price of the related Mortgaged
Property or amount of the REO Disposition, (ii) the amount of any Realized Loss
(or gain) with respect to such Liquidated Mortgage Loan, (iii) the expenses
relating to the liquidation of such Liquidated Mortgage Loan and (iv) such other
information as is agreed to by the Servicer, the Trustee and the Securities
Administrator.

            "Loan Group" Either of Loan Group I or Loan Group II.

            "Loan Group I" The Group I Mortgage Loans.

            "Loan Group II" The Group II Mortgage Loans.

            "Loan-to-Value Ratio" For any Mortgage Loan, the ratio, expressed as
a percentage, the numerator of which is the original loan amount (unless
otherwise indicated) of a particular Mortgage Loan at origination and the
denominator of which is the lesser of (x) the appraised value of the related
Mortgaged Property determined in the appraisal used by the originator at the
time of origination of such Mortgage Loan, and (y) if the Mortgage is originated
in connection with a sale of the Mortgaged Property, the sale price for such
Mortgaged Property.

            "Losses" As defined in Section 9.03.

            "Lost Note Affidavit" With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost or destroyed and has not
been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note) in
the form of Exhibit H hereto.

            "Majority Certificateholders" The Holders of Certificates evidencing
at least 51% of the Voting Interests.

            "Majority Class CE Certificateholder" The Holder of Class CE
Certificates evidencing at least a 51% Percentage Interest in the Class CE
Certificates.

            "Marker Rate" With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC Pass-Through Rates for REMIC 1 Regular Interest
LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1,
REMIC 1 Regular Interest LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1
Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest
LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1
Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest
LT1M8, REMIC 1 Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1
Regular Interest LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular
Interest LT1M13 and REMIC 1 Regular Interest LT1ZZ, (i) with the rate on each
such REMIC Regular Interest (other than REMIC 1 Regular Interest LT1ZZ) subject
to a cap equal to the Pass-Through Rate of its Corresponding Class (taking into
account in determining any such Pass-Through Rate the imposition of the Group I
Cap and the Group II Cap or the Pool Cap, as applicable, as described in
footnotes (1) through (18) to the table in the Preliminary Statement relating to
the Certificates) for the purposes of this calculation and (ii) with the rate on
REMIC 1 Regular Interest LT1ZZ subject to a cap of zero for the purpose of this
calculation; provided, however, that for this purpose, calculations of the
Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to
each REMIC I Regular Interest shall be multiplied by a fraction, the numerator
of which is the actual number of days in the Interest Accrual Period and the
denominator of which is 30.

            "Maximum LT1ZZ Uncertificated Accrued Interest Deferral Amount" With
respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest
LT1ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 1 Regular Interest LT1ZZ minus the REMIC 1
Overcollateralized Amount, in each case for such Distribution Date, over (b)
Uncertificated Accrued Interest on REMIC 1 Regular Interest LT1AI1A, REMIC 1
Regular Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular
Interest LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1
Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular
Interest LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular Interest
LT1M13, each subject to a cap equal to the Pass-Through Rate of the related
Corresponding Class for the purpose of this calculation; provided, however, that
for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate
and the related caps with respect to Uncertificated Accrued Interest on each
REMIC 1 Regular Interest shall be multiplied by a fraction, the numerator of
which is the actual number of days in the Interest Accrual Period and the
denominator of which is 30.

            "MERS" The Mortgage Electronic Registration Systems, Inc.

            "MERS Mortgage Loan" Any MOM Mortgage Loan or any other Mortgage
Loan as to which MERS is (or is intended to be) the mortgagee of record and as
to which a MIN has been assigned.

            "MIN" A MERS Mortgage Identification Number assigned to a Mortgage
Loan in accordance with the MERS Procedure Manual.

            "Minimum Mortgage Interest Rate" With respect to each Adjustable
Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Interest Rate thereunder.

            "MOM" A Mortgage Loan where the related Mortgage names MERS as the
original mortgagee thereof, as to which a MIN has been assigned, and which
Mortgage has not been assigned to any other person.

            "Monthly Excess Cashflow Amount" The sum of (a) the Monthly Excess
Interest Amount remaining after reduction (but not below zero) by any Current
Interest Shortfall and any amounts used to fund any Extra Principal Distribution
Amount, (b) the Overcollateralization Release Amount and (c) any portion of the
Principal Distribution Amount (without duplication) remaining after principal
distributions on the Certificates (other than the Class CE, Class P and Residual
Certificates).

            "Monthly Excess Interest Amount" With respect to each Distribution
Date, the amount, if any, by which the Interest Remittance Amount for such
Distribution Date exceeds the aggregate amount distributed on such Distribution
Date pursuant to paragraphs (i) through (xviii) of Section 4.01.

            "Monthly Payment" With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act or similar state laws; (b) without giving effect to any extension
granted or agreed to by the Servicer pursuant to Section 3.01; and (c) on the
assumption that all other amounts, if any, due under such Mortgage Loan are paid
when due.

            "Mortgage" The mortgage, deed of trust or other instrument creating
a first or second lien on, or first or second priority security interest in, a
Mortgaged Property securing a Mortgage Note.

            "Mortgage File" Either of the Owner Mortgage File or Retained
Mortgage File.

            "Mortgage Interest Rate" With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) in
the case of each Fixed Rate Mortgage Loan shall remain constant at the rate set
forth in the applicable Mortgage Loan Schedule as the Mortgage Interest Rate in
effect immediately following the applicable Cut-off Date and (ii) in the case of
each Adjustable Rate Mortgage Loan (A) as of any date of determination until the
first Adjustment Date following the applicable Cut-off Date shall be the rate
set forth in the applicable Mortgage Loan Schedule as the Mortgage Interest Rate
in effect immediately following the applicable Cut-off Date and (B) as of any
date of determination thereafter shall be the rate as adjusted on the most
recent Adjustment Date, to equal the sum, rounded as provided in the Mortgage
Note, of the Index, determined as set forth in the related Mortgage Note, plus
the related Gross Margin subject to the limitations set forth in the related
Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property,
as of any date of determination, the annual rate determined in accordance with
the immediately preceding sentence as of the date such Mortgage Loan became an
REO Property.

            "Mortgage Loan" Each mortgage loan transferred and assigned to the
Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time held as
a part of the Trust Fund, the Mortgage Loans so held being identified in the
Mortgage Loan Schedules.

            "Mortgage Loan Purchase Agreement" The agreement between the Seller
and the Depositor, dated as of [ ], 200 , regarding the transfer of the Mortgage
Loans by the Seller to or at the direction of the Depositor, in the form of
Exhibit G attached hereto.

            "Mortgage Loan Schedule" As of any date with respect to the Mortgage
Loans, the lists of such Mortgage Loans included in the Trust Fund on such date,
separately identifying the Fixed Rate Mortgage Loans and the Adjustable Rate
Mortgage Loans delivered by the Depositor to the Trustee, the Servicer, the
Securities Administrator and the Custodian. The Mortgage Loan Schedules shall
set forth the following information with respect to each Mortgage Loan:

            (1) the Mortgage Loan identifying number;

            (2) the city, state and zip code of the Mortgaged Property;

            (3) the type of property;

            (4) the Mortgage Interest Rate;

            (5) the Net Mortgage Interest Rate;

            (6) the Monthly Payment;

            (7) the original number of months to maturity;

            (8) the scheduled maturity date;

            (9) the Cut-off Date Principal Balance;

            (10) the Loan-to-Value Ratio at origination;

            (11) whether such Mortgage Loan is covered by primary mortgage
insurance;

            (12) the applicable Servicing Fee Rate;

            (13) the Index;

            (14) the Gross Margin;

            (15) the Periodic Cap;

            (16) the first Adjustment Date;

            (17) the Rate Ceiling; and

            (18) a code indicating whether the Mortgage Loan has a Prepayment
Penalty and the Prepayment Penalty term.

            The Mortgage Loan Schedules shall set forth the following
information, as of the applicable Cut-off Date, with respect to the Mortgage
Loans in the aggregate, for Loan Group I and Loan Group II: (1) the number of
Mortgage Loans; (2) the current unpaid principal balance of the Mortgage Loans;
(3) the weighted average Mortgage Interest Rate of the Mortgage Loans; and (4)
the weighted average maturity of the Mortgage Loans. The Mortgage Loan Schedules
shall be amended from time to time in accordance with the provisions of this
Agreement. With respect to any Eligible Substitute Mortgage Loan, Cut-off Date
shall refer to the applicable date of substitution.

            "Mortgage Note" The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

            "Mortgage Pool" The pool of Mortgage Loans, identified on the
Mortgage Loan Schedule from time to time, and any REO Properties acquired in
respect thereof.

            "Mortgaged Property" The underlying property securing a Mortgage
Loan, including any REO Property, consisting of an Estate in Real Property
improved by a Residential Dwelling.

            "Mortgagor" The obligor on a Mortgage Note.

            "Net Liquidation Proceeds" With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property (including REO
Property) the related Liquidation Proceeds net of unreimbursed Advances,
unreimbursed Servicing Advances, unpaid Servicing Fees and any other accrued and
unpaid servicing fees received and retained in connection with the liquidation
of such Mortgage Loan or Mortgaged Property.

            "Net Mortgage Interest Rate" With respect to any Mortgage Loan, the
Mortgage Interest Rate borne by such Mortgage Loan minus the Expense Fee Rate.

            "Net Rate Ceiling" With respect to any Adjustable Rate Mortgage
Loan, the applicable Rate Ceiling minus the Expense Fee Rate.

            "Nonrecoverable Advance" Any Advance or Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan that, in the good
faith business judgment of the Servicer (or the Trustee, in the case of any
Advance made by the Trustee pursuant to Section 7.01), will not or, in the case
of a proposed Advance or Servicing Advance, would not be ultimately recoverable
from Late Collections on such Mortgage Loan as provided herein.

            "Notional Amount" With respect to the Class CE Uncertificated
Interest and the Class CE Certificates, an amount equal to the aggregate
principal balance of the REMIC 1 Regular Interests.

            "NYCEMA" A New York Consolidation, Extension and Modification
Agreement.

            "Officers' Certificate" A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a vice president (however
denominated), and by the Treasurer, the Secretary, or one of the assistant
treasurers or assistant secretaries of the Servicer, the Securities
Administrator, the Trustee or the Depositor, as applicable.

            "One-Month LIBOR" With respect to each Interest Accrual Period, the
rate determined by the Securities Administrator on the related LIBOR
Determination Date on the basis of the British Bankers' Association ("BBA")
"Interest Settlement Rate" for one-month deposits in U.S. Dollars as found on
Telerate Page 3750 as of 11:00 A.M. London time on such LIBOR Determination
Date. If no such quotations are available on a LIBOR Determination Date,
One-Month LIBOR for the related Interest Accrual Period will be established by
the Securities Administrator as the higher of:

            (i) One-Month LIBOR as determined on the previous LIBOR
      Determination Date; and

            (ii) the rate per annum which the Securities Administrator
      determines to be either (A) the arithmetic mean (rounding such arithmetic
      mean upwards if necessary to the nearest whole multiple of 1/16%) of the
      one-month U.S. Dollar lending rates that New York City banks selected by
      the Securities Administrator are quoting, on the relevant LIBOR
      Determination Date, to the principal London offices of at least two
      leading banks in the London interbank market or (B) in the event that the
      Securities Administrator can determine no such arithmetic mean, the lowest
      one-month U.S. Dollar lending rate that the New York City banks selected
      by the Securities Administrator are quoting on such LIBOR Determination
      Date to leading European banks.

            "Opinion of Counsel" A written opinion of counsel, who may, without
limitation, be a salaried counsel for the Depositor, the Securities
Administrator, the Trustee or the Servicer except that any opinion of counsel
relating to (a) the qualification of any REMIC as a REMIC or (b) compliance with
the REMIC Provisions must be an opinion of Independent counsel.

            "Optional Termination Date" The first Distribution Date on which the
Majority Class CE Certificateholder or, if there is no Majority Class CE
Certificateholder, the Depositor, may opt to terminate the Mortgage Pool
pursuant to Section 10.01.

            "Original Principal Balance" With respect to each Class of
Certificates, the Principal Balance thereof on the Closing Date, as set forth
opposite such Class in the Preliminary Statement, except with respect to (i) the
Class P and Residual Certificates, which have an Original Principal Balance of
zero and (ii) the Class CE Certificates, which, solely for REMIC purposes, have
an Original Principal Balance equal to the Initial Overcollateralization Amount.

            "Originator" Wells Fargo Bank and its successors.

            "Originator Prepayment Penalty Payment Amount" The amount payable by
the Originator pursuant to Section 5(b) of the Mortgage Loan Purchase Agreement.

            "Overcollateralization Amount" As of any Distribution Date, the
excess, if any, of (x) the Pool Balance as of the last day of the related
Collection Period over (y) the aggregate Principal Balance of all Classes of
Certificates (other than the Class CE, Class P and Residual Certificates) after
taking into account all distributions of principal on such Distribution Date and
the increase of any Principal Balance as a result of Subsequent Recoveries.

            "Overcollateralization Deficiency" As of any Distribution Date, the
excess, if any, of (x) the Targeted Overcollateralization Amount for such
Distribution Date over (y) the Overcollateralization Amount for such
Distribution Date, calculated for this purpose after taking into account the
reduction on such Distribution Date of the Principal Balances of all Classes of
Certificates (other than the Class CE, Class P and Residual Certificates)
resulting from the distribution of the Principal Distribution Amount (but not
the Extra Principal Distribution Amount) on such Distribution Date, but prior to
taking into account any Applied Realized Loss Amount on such Distribution Date.

            "Overcollateralization Floor" As of any Distribution Date, the
amount by which the Pool Balance as of the last day of the related Collection
Period exceeds the product of (i) [ ]% and (ii) the Pool Balance as of the
Cut-off Date.

            "Overcollateralization Release Amount" With respect to any
Distribution Date on or after the Stepdown Date on which a Trigger Event is not
in effect, the lesser of (x) the Principal Remittance Amount and (y) the excess,
if any, of (i) the Overcollateralization Amount for such Distribution Date,
assuming that 100% of the Principal Remittance Amount is applied as a principal
payment on the Certificates (other than the Class CE, Class P and Residual
Certificates) on such Distribution Date, over (ii) the Targeted
Overcollateralization Amount for such Distribution Date. With respect to any
Distribution Date on which a Trigger Event is in effect, the
Overcollateralization Release Amount will be zero.

            "Owner Mortgage File" A file maintained by the Custodian for each
Mortgage Loan that contains the documents specified in Section 2.01(a) and any
additional documents required to be added to the Owner Mortgage File pursuant to
this Agreement.

            "Ownership Interest" As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.

            "Pass-Through Rate" With respect to any REMIC Regular Interest
(other than the Class CE Uncertificated Interest and the Class CE Certificates),
the Pass-Through Rate described for such Class in the table in the Preliminary
Statement. With respect to the Class CE Certificates and any Distribution Date,
a per annum rate equal to the percentage equivalent of a fraction, the numerator
of which is the sum of the amounts calculated pursuant to clauses (A) through
(T) below, and the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular Interest
LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular Interest LT1AII2,
REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1
Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1
Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular Interest
LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest LT1M11, REMIC 1
Regular Interest LT1M12, REMIC 1 Regular Interest LT1M13 and REMIC 1 Regular
Interest LT1ZZ. For purposes of calculating the Pass-Through Rate for the Class
CE Uncertificated Interest and the Class CE Certificates, the numerator is equal
to the sum of the following components:

            (A) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AA minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AA;

            (B) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AI1A minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AI1A;

            (C) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AI1B minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AI1B;

            (D) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AII1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AII1;

            (E) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AII2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AII2;

            (F) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AII3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AII3;

            (G) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M1;

            (H) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M2;

            (I) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M3;

            (J) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M4 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M4;

            (K) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M5 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M5;

            (L) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M6 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M6;

            (M) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M7 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M7;

            (N) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M8 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M8;

            (O) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M9 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M9;

            (P) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M9 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M10;

            (Q) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M9 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M11;

            (R) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M9 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M12;

            (S) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M13 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M13; and

            (T) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1ZZ minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1ZZ.

            "Paying Agent" Any paying agent appointed pursuant to Section 5.05.

            "Paying Agent Agreement" As defined in Section 5.05.

            "Percentage Interest" With respect to any Certificate (other than a
Class CE, Class P and Residual Certificate), a fraction, expressed as a
percentage, the numerator of which is the initial Principal Balance, as the case
may be, represented by such Certificate and the denominator of which is the
Original Principal Balance of the related Class. With respect to a Class CE or
Class P Certificate, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate; provided, however, that
the sum of all such percentages for each such Class totals 100%. With respect to
each of the Class R and Class R-X Certificates, 100%.

            "Periodic Cap" With respect to each Adjustable Rate Mortgage Loan,
the applicable limit on adjustment of the Mortgage Interest Rate for each
Adjustment Date specified in the applicable Mortgage Note and designated as such
in the Mortgage Loan Schedules.

            "Permitted Transferee" Any transferee of a Residual Certificate
other than a Disqualified Organization, a non-U.S. Person or a U.S. Person with
respect to whom income on the Residual Certificate is attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable
income tax treaty, of such Person or any other U.S. Person.

            "Person" Any individual, corporation, partnership, joint venture,
association, joint stock company, trust, limited liability company,
unincorporated organization or government or any agency or political subdivision
thereof.

            "Pool Balance" As of any date of determination, the aggregate unpaid
principal balance of the Mortgage Loans.

            "Pool Cap" As of any Distribution Date and for the Class M
Certificates, a per annum rate, equal to the weighted average of the Group I Cap
and the Group II Cap, weighted on the basis of the related Group Subordinate
Amount. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the REMIC 1 Remittance Rate on (a)
REMIC 1 Regular Interest LT1SUB, subject to a cap and floor equal to the
Weighted Average Net Mortgage Interest Rates of the Group I Mortgage Loans and
(b) REMIC 1 Regular Interest LT2SUB, subject to a cap and floor equal to the
Weighted Average Net Mortgage Interest Rates of the Group II Mortgage Loans,
weighted on the basis of the Uncertificated Balance of such REMIC 1 Regular
Interests.

            "Pool Maximum Rate Cap" With respect to any Distribution Date and
for the Class M Certificates, a per annum rate, equal to the weighted average of
(i) Group I Maximum Rate Cap and (ii) the Group II Maximum Rate Cap, weighted on
the basis of the related Group Subordinate Amount.

            "Prepayment Interest Shortfall" With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment
during the related Prepayment Period that was applied by the Servicer to reduce
the outstanding Principal Balance of such Mortgage Loan on a date preceding the
related Due Date, an amount equal to interest at the applicable Mortgage
Interest Rate (net of the Servicing Fee Rate) on the amount of such Principal
Prepayment for the number of days commencing on the date on which the Principal
Prepayment is applied and ending on the last day of the calendar month in which
applied.

            "Prepayment Penalty" With respect to any Prepayment Period, any
Prepayment Penalty, penalty or charge collected by the Servicer from a Mortgagor
in connection with any voluntary Principal Prepayment in full pursuant to the
terms of the related Mortgage Note as from time to time held as a part of the
Trust Fund, the Prepayment Penalties so held being determined in accordance with
the guidelines for Prepayment Penalty provisions set forth in the Seller
underwriting standards. The defined term "Prepayment Penalty" shall not include
any Servicer Prepayment Penalty Payment Amount or Originator Prepayment Penalty
Payment Amount.

            "Prepayment Period" With respect to any Distribution Date, the one
month period ending on the last day of the calendar month preceding the month in
which such Distribution Date occurs.

            "Principal Balance" With respect to any Class of Certificates (other
than the Class CE, Class P and Residual Certificates) and any Distribution Date,
the Original Principal Balance (a) reduced by the sum of (i) all amounts
actually distributed in respect of principal of such Class on all prior
Distribution Dates and (ii) Applied Realized Loss Amounts allocated thereto for
previous Distribution Dates and (b) increased by any Subsequent Recoveries
allocated to such Class for previous Distribution Dates. The Class CE, Class P
and Residual Certificates do not have a Principal Balance. With respect to any
Certificate (other than a Class CE, Class P or Residual Certificate) of a Class
and any Distribution Date, the portion of the Principal Balance of such Class
represented by such Certificate equal to the product of the Percentage Interest
evidenced by such Certificate and the Principal Balance of such Class.

            "Principal Distribution Amount" With respect to any Distribution
Date, (a) the sum of (i) the Principal Remittance Amount and (ii) the Extra
Principal Distribution Amount, if any, minus (b) the Overcollateralization
Release Amount.

            "Principal Prepayment" Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.

            "Principal Remittance Amount" With respect to any Distribution Date,
to the extent of funds available therefor, the sum (less amounts available for
reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and
expenses reimbursable pursuant to Section 6.03 and amounts reimbursable or
payable to the Securities Administrator or Trustee pursuant to this Agreement,
including, without limitation, Sections 8.05 and Section 9.01(c)) of: (i) each
payment of principal on a Mortgage Loan due during the related Collection Period
and received by the Servicer on or prior to the related Determination Date, and
any Advances with respect thereto (other than any payment received on an
Eligible Substitute Mortgage Loan substituted during the related Collection
Period), (ii) all full and partial Principal Prepayments received by the
Servicer during the related Prepayment Period, (iii) Subsequent Recoveries,
Insurance Proceeds and Net Liquidation Proceeds allocable to principal actually
collected by the Servicer during the related Prepayment Period, (iv) with
respect to Defective Mortgage Loans repurchased with respect to such Prepayment
Period, the portion of the Purchase Price allocable to principal, (v) any
Substitution Adjustment Amounts received during the related Prepayment Period
and (vi) on the Distribution Date on which the Trust is to be terminated in
accordance with Section 10.01 hereof, that portion of the Termination Price in
respect of principal.

            "Private Certificates" Any of the Class M-12, Class M-13, Class CE,
Class P, Class R and Class R-X Certificates.

            "Private Placement Memorandum" That certain private placement
memorandum dated [ ], 20 relating to the private placement of the Class M-12,
Class M-13, Class CE and Class P Certificates.

            "Prospectus" That certain Prospectus, dated [____], 20[_], as
supplemented by the Prospectus Supplement dated [____], 20[_] relating to the
public offering of the Senior Certificates and the Class M Certificates (other
than the Class M-12 and Class M-13 Certificates).

            "Purchase Price" With respect to any Mortgage Loan or REO Property
to be purchased pursuant to or as contemplated by Section 2.01, 2.03, 3.16 or
10.01, an amount equal to the sum of (i) 100% of the unpaid principal balance
thereof as of the date of purchase (or such other price as provided in Section
10.01), (ii) in the case of a Mortgage Loan, accrued interest on such unpaid
principal balance at the applicable Mortgage Interest Rate in effect from time
to time from the Due Date as to which interest was last covered by a payment by
the Mortgagor or an Advance by the Servicer, which payment or Advance had as of
the date of purchase been distributed pursuant to Section 4.01, through the end
of the calendar month in which the purchase is to be effected, (iii) any
unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees
allocable to such Mortgage Loan or REO Property, (iv) any amounts previously
withdrawn from the Collection Account in respect of such Mortgage Loan or REO
Property pursuant to Section 3.13 and (v) in the case of a Mortgage Loan
required to be purchased pursuant to Section 2.03, expenses reasonably incurred
or to be incurred by the Servicer, the Securities Administrator or the Trustee
in respect of the breach or defect giving rise to the purchase obligation.

            "Rate Ceiling" With respect to each Adjustable Rate Mortgage Loan,
the maximum per annum Mortgage Interest Rate permitted under the related
Mortgage Note.

            "Rating Agency or Rating Agencies" [ ] and [ ], or their respective
successors. If such agencies or their successors are no longer in existence,
"Rating Agencies" shall be such nationally recognized statistical rating
organizations as set forth on the most current list of such organizations
released by the Commission and designated by the Depositor, notice of which
designation shall be given to the Trustee, the Securities Administrator and the
Servicer.

            "Realized Loss" With respect to a Liquidated Mortgage Loan, the
amount by which the remaining unpaid principal balance of the Mortgage Loan
exceeds the amount of Net Liquidation Proceeds applied to the principal balance
of the related Mortgage Loan. With respect to any Mortgage Loan, a Deficient
Valuation or a reduction in the Principal Balance thereof resulting from a
Servicer Modification.

            "Realized Loss Amortization Amount" Any of the Class M-1 Realized
Loss Amortization Amount, the Class M-2 Realized Loss Amortization Amount, the
Class M-3 Realized Loss Amortization Amount, the Class M-4 Realized Loss
Amortization Amount, the Class M-5 Realized Loss Amortization Amount, the Class
M-6 Realized Loss Amortization Amount, the Class M-7 Realized Loss Amortization
Amount, the Class M-8 Realized Loss Amortization Amount, the Class M-9 Realized
Loss Amortization Amount, the Class M-10 Realized Loss Amortization Amount, the
Class M-11 Realized Loss Amortization Amount, the Class M-12 Realized Loss
Amortization Amount and the Class M-13 Realized Loss Amortization Amount.

            "Record Date" With respect to any Distribution Date and (i) the
Class CE, Class P and Residual Certificates, the last Business Day of the
preceding month and (ii) any Class of Book-Entry Certificates, the Business Day
immediately preceding such Distribution Date; provided, however, that if any
Book-Entry Certificate becomes a Definitive Certificate, the Record Date for
such Class shall be the last Business Day of the immediately preceding month.

            "Reference Banks" Initially, the Reference Banks shall be Deutsche
Bank International, Bank of America, N.A., Citibank, N.A., and The Fuji Bank,
Limited. If any of these banks are not available, the Securities Administrator
shall select from one of the following banks a substitute Reference Bank: Credit
Suisse First Boston Corporation, Westdeutsche Landesbank Girozentrale, The J.P.
Morgan Chase Bank or National Westminster Bank Plc. If any of these banks are
not available, the Securities Administrator shall in its discretion select
another Reference Bank.

            "Regular Certificate" Any of the Class A, Class M and Class CE
Certificates.

            "Regulation AB" Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
publicly provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.
7, 2005)) or by the staff of the Commission, or as may be provided by the
Commission or its staff from time to time.

            "Reimbursement Amount" With respect to any Mortgage Loan, any costs
or damages incurred by the Trust in connection with a breach of the Depositor's
representations set forth in Section 2.04(i) hereof.

            "Related Documents" With respect to any Mortgage Loan, the related
Mortgage Notes, Mortgages and other related documents.

            "Relevant Servicing Criteria" The Servicing Criteria applicable to
the Securities Administrator, the Trustee, the Custodian or the Servicer, as set
forth on Exhibit S attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Relevant Servicing Criteria. With respect
to a Servicing Function Participant engaged by the Securities Administrator, the
Trustee, the Custodian or the Servicer, the term "Relevant Servicing Criteria"
refers to the portion of the Relevant Servicing Criteria applicable to the party
engaging such Servicing Function Participant insofar as the functions required
to be performed by such party are to be performed by the Servicing Function
Participant.

            "Relief Act" The Servicemembers Civil Relief Act, as it may be
amended from time to time.

            "Relief Act Interest Shortfall" With respect to any Distribution
Date, for any Mortgage Loan with respect to which there has been a reduction in
the amount of interest collectible thereon for the most recently ended
Collection Period as a result of the application of the Relief Act or similar
state laws, the amount by which (i) interest collectible on such Mortgage Loan
during such Collection Period is less than (ii) one month's interest on the
principal balance of such Mortgage Loan at the Mortgage Interest Rate for such
Mortgage Loan before giving effect to the application of the Relief Act or
similar state laws.

            "REMIC" A "real estate mortgage investment conduit" within the
meaning of Section 860D of the Code.

            "REMIC 1 Interest Loss Allocation Amount" With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50% of the sum of
the aggregate principal balance of the Mortgage Loans and related REO Properties
then outstanding and (ii) the Uncertificated REMIC 1 Pass-Through Rate for REMIC
1 Regular Interest LT1AA minus the Marker Rate, divided by (b) 12.

            "REMIC 1 Marker Allocation Percentage" 50% of any amount payable
from or loss attributable to the Mortgage Loans, which shall be allocated to
REMIC 1 Regular Interest LT1AA, REMIC 1 Regular Interest LT1AI1A, REMIC 1
Regular Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular
Interest LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1
Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular
Interest LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular Interest
LT1M13 and REMIC 1 Regular Interest LT1ZZ.

            "REMIC 1 Overcollateralization Target Amount" 0.50% of the Targeted
Overcollateralization Amount.

            "REMIC 1 Overcollateralized Amount" With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Principal Balances of
the REMIC 1 Regular Interests minus (ii) the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular Interest
LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular Interest LT1AII2,
REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1
Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1
Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular Interest
LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest LT1M11, REMIC 1
Regular Interest LT1M12 and REMIC 1 Regular Interest LT1M13, in each case as of
such date of determination.

            "REMIC 1 Principal Loss Allocation Amount" With respect to any
Distribution Date, an amount equal to (a) the product of (i) 50% of the
aggregate Principal Balance of the Mortgage Loans and related REO Properties
then outstanding and (ii) 1 minus a fraction, the numerator of which is two
times the aggregate of the Uncertificated Principal Balances of REMIC 1 Regular
Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 Regular Interest
LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1 Regular Interest LT1AII3,
REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular
Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5,
REMIC 1 Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular
Interest LT1M8, REMIC 1 Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10,
REMIC 1 Regular Interest LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1
Regular Interest LT1M13, the denominator of which is aggregate of the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AI1A, REMIC 1
Regular Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular
Interest LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1
Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular
Interest LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular Interest
LT1M13 and REMIC 1 Regular Interest LT1ZZ.

            "REMIC 1 Regular Interest LT1AA" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AA
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1AI1A" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AI1A
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1AI1B" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AI1B
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1AII1" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AII1
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1AII2" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AII2
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1AII3" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AII3
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M1" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M1
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            "REMIC 1 Regular Interest LT1M2" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M2
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M3" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M3
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M4" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M4
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M5" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M5
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M6" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M6
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M7" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M7
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M8" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M8
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M9" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M9
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M10" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M10
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M11" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M11
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M12" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M12
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1M13" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M13
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1SUB" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1SUB
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1XX" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1XX
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT1ZZ" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1ZZ
shall accrue interest at the related Uncertificated REMIC 1 Pass- Through Rate
in effect from time to time, and shall be entitled to distributions of
principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

            "REMIC 1 Regular Interest LT2GRP" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT2GRP
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interest LT2SUB" One of the separate
non-certificated beneficial ownership interests in REMIC 1 issued hereunder and
designated as a Regular Interest in REMIC 1. REMIC 1 Regular Interest LT2SUB
shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Principal Balance as set forth in the Preliminary
Statement hereto.

            "REMIC 1 Regular Interests" REMIC 1 Regular Interest LT1AA, REMIC 1
Regular Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 Regular
Interest LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1 Regular Interest
LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1
Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest
LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1
Regular Interest LT1M8, REMIC 1 Regular Interest LT1M9, REMIC 1 Regular Interest
LT1M10, REMIC 1 Regular Interest LT1M11, REMIC 1 Regular Interest LT1M12, REMIC
1 Regular Interest LT1M13, REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular
Interest LT1GRP, REMIC 1 Regular Interest LT2SUB, REMIC 1 Regular Interest
LT2GRP, REMIC 1 Regular Interest LT1XX and REMIC 1 Regular Interest LT1ZZ.

            "REMIC 1 Sub WAC Allocation Percentage" 50% of any amount payable or
loss attributable from the Mortgage Loans, which shall be allocated to REMIC 1
Regular Interest LT1SUB, REMIC 1 Regular Interest LT1GRP, REMIC 1 Regular
Interest LT2SUB, REMIC 1 Regular Interest LT2GRP and REMIC 1 Regular Interest
LT1XX.

            "REMIC 1 Subordinated Balance Ratio" As of any Distribution Date,
the ratio among the Uncertificated Principal Balances of each REMIC 1 Regular
Interest ending with the designation "SUB," equal to the ratio among, with
respect to each such REMIC 1 Regular Interest, the excess of (x) the aggregate
unpaid principal balance of the Mortgage Loans in the related Loan Group over
(y) the Principal Balance of the Senior Certificates relating to such Loan
Group.

            "REMIC Provisions" Provisions of the federal income tax law relating
to real estate mortgage investment conduits which appear at Section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.

            "REMIC Regular Interest" Any REMIC 1 Regular Interest, the Class CE
Uncertificated Interest or any of the Certificates (other than the Class P and
Residual Certificates).

            "Remittance Report" A report prepared by the Servicer and delivered
to the Securities Administrator pursuant to Section 4.07, containing the
information attached hereto as Exhibit M.

            "Rents from Real Property" With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

            "REO Disposition" The sale or other disposition of an REO Property
on behalf of the Trust.

            "REO Disposition Fee" The REO Disposition Fee shall be the greater
of one percent (1%) of the gross sales price of the REO Property or $1,500.00 up
to a maximum fee of $10,000 per REO Property.

            "REO Imputed Interest" As to any REO Property, for any Collection
Period, an amount equivalent to interest (at the Net Mortgage Interest Rate that
would have been applicable to the related Mortgage Loan had it been outstanding)
for such Collection Period on the unpaid principal balance of the Mortgage Loan
as of the date of acquisition.

            "REO Mortgage Loan" Any Mortgage Loan which is not a Liquidated
Mortgage Loan and as to which the indebtedness evidenced by the related Mortgage
Note is discharged and the related Mortgaged Property is held as part of the
Trust Fund.

            "REO Principal Amortization" With respect to any REO Property, for
any calendar month, the aggregate of all amounts received in respect of such REO
Property during such calendar month, whether in the form of rental income, sale
proceeds (including, without limitation, that portion of the Termination Price
paid in connection with a purchase of all of the Mortgage Loans and REO
Properties pursuant to Section 10.01 that is allocable to such REO Property) or
otherwise, net of any portion of such amounts (i) payable pursuant to Section
3.13 in respect of the proper operation, management and maintenance of such REO
Property or (ii) payable or reimbursable to the Servicer pursuant to Section
3.13 for unpaid Servicing Fees in respect of the related Mortgage Loan and
payable and reimbursable to the Servicer or the Trustee for unreimbursed
Servicing Advances and Advances in respect of such REO Property or the related
Mortgage Loan.

            "REO Property" A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.13.

            "Reportable Event" As defined in Section 3.28(c).

            "Request for Release" A release signed by a Servicing Officer, in
the form of Exhibit E attached hereto.

            "Reserve Account" The trust account created and maintained by the
Securities Administrator pursuant to Section 3.04(g) which shall be entitled
"Reserve Account, Wells Fargo Bank, N.A., as Securities Administrator for HSBC
Bank USA, National Association, as Trustee, in trust for registered Holders of
the Class M Certificates of Wells Fargo Home Equity Asset-Backed Securities 200
- Trust, Home Equity Asset-Backed Certificates, Series 200 - ," and which must
be an Eligible Account. Amounts on deposit in the Reserve Account shall not be
invested. The Reserve Account shall not be an asset of any REMIC formed under
this Agreement.

            "Residential Dwelling" Any one of the following: (i) a detached
one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a
one-family dwelling unit in a condominium project, (iv) a manufactured home, or
(v) a detached one-family dwelling in a planned unit development, none of which
is a co-operative or mobile home.

            "Residual Certificate" Either of the Class R or Class R-X
Certificate.

            "Residual Interest" The sole Class of "residual interests" in each
REMIC within the meaning of Section 860G(a)(2) of the Code.

            "Responsible Officer" When used with respect to the Trustee, the
Securities Administrator or the Custodian, any officer assigned to its Corporate
Trust Office (or any successor thereto), including any Vice President, Assistant
Vice President, Trust Officer, any Assistant Secretary, any trust officer or any
other officer of the Trustee or the Securities Administrator customarily
performing functions similar to those performed by any of the above designated
officers and in each case having direct responsibility for the administration of
this Agreement. When used with respect to the Servicer, a Servicing Officer.

            "Retained Mortgage File" A file maintained by Wells Fargo Bank prior
to any Document Transfer Date for each Mortgage Loan that contains the documents
specified in Section 2.01(b) and any additional documents required to be added
to the Retained Mortgage File pursuant to this Agreement.

            "Sarbanes Oxley Certification" As defined in Section 3.28(b) hereof.

            "Securities Administrator" Wells Fargo Bank, or any successor
Securities Administrator appointed as herein provided.

            "Seller" Wells Fargo Bank, or its successor in interest, in its
capacity as seller under the Mortgage Loan Purchase Agreement.

            "Senior Certificates" The Class A Certificates.

            "Senior Enhancement Percentage" For any Distribution Date, the
percentage obtained by dividing (x) the sum of (i) the aggregate Principal
Balance of the Class M Certificates before taking into account the distribution
of the Principal Distribution Amount on such Distribution Date and (ii) the
Overcollateralization Amount as of the prior Distribution Date by (y) the Pool
Balance as of the last day of the related Collection Period.

            "Senior Principal Distribution Amount" For any Distribution Date,
the sum of the Group I Senior Principal Distribution Amount for such
Distribution Date and the Group II Senior Principal Distribution Amount for such
Distribution Date.

            "Senior Specified Enhancement Percentage" On any date of
determination thereof, [ ]%.

            "Sequential Trigger Event" With respect to any Distribution Date if
(i) the aggregate Principal Balance of the Class M Certificates is reduced to
zero, (ii) with respect to any Distribution Date on or prior to the Distribution
Date in [ ] 20 , the aggregate amount of Realized Losses incurred since the
Cut-off Date through the last day of the related Collection Period (reduced by
the aggregate amount of Subsequent Recoveries received since the Cut-off Date
through the last day of the related Collection Period) divided by the Pool
Balance on the Cut-off Date exceeds [ ]% or (iii) with respect to any
Distribution Date on or after the Distribution Date in [ ] 20 , a Trigger Event
is in effect.

            "Servicer" Wells Fargo Bank, or any successor servicer appointed as
herein provided, in its capacity as Servicer hereunder. Initially the servicing
functions performed by Wells Fargo Bank shall be performed by the Wells Fargo
Home Mortgage division of Wells Fargo Bank.

            "Servicer Event of Termination" One or more of the events described
in Section 7.01.

            "Servicer Modification" A modification to the terms of a Mortgage
Loan, in accordance with the terms of Section 3.01, as to which the Mortgagor is
in default or as to which, in the judgment of the Servicer, default is
reasonably foreseeable.

            "Servicer Prepayment Penalty Payment Amount" The amount payable by
the Servicer in respect of any waived Prepayment Penalties pursuant to Section
3.01, which amount shall be equal to the difference between the amount of
Prepayment Penalty due by a Mortgagor before any waiver and the actual amount of
the Prepayment Penalty that was paid by the Mortgagor.

            "Servicer Remittance Date" With respect to any Distribution Date,
the 22nd day of the month of such Distribution Date, or if any such day is not a
Business Day, the preceding Business Day.

            "Servicing Advances" All customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Servicer (including reasonable
attorneys' fees and disbursements) in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property and (iv) compliance with the
obligations under Section 3.08.

            "Servicing Criteria" The "servicing criteria" set forth in Item
1122(d) of Regulation AB, as such may be amended from time to time.

            "Servicing Fee" With respect to each Mortgage Loan (including each
REO Property) and for any calendar month, an amount equal to one month's
interest (or in the event of any payment of interest which accompanies a
Principal Prepayment in full made by the Mortgagor during such calendar month,
interest for the number of days covered by such payment of interest) at the
Servicing Fee Rate on the same principal amount on which interest on such
Mortgage Loan accrues for such calendar month.

            "Servicing Fee Rate" With respect to each Mortgage Loan, [ ]% per
annum.

            "Servicing Function Participant" Any Subservicer, Subcontractor or
any other Person, other than the Securities Administrator, the Trustee, the
Custodian and the Servicer, that is performing activities addressed by the
Servicing Criteria.

            "Servicing Officer" Any officer of the Servicer involved in, or
responsible for, the administration and servicing of Mortgage Loans, whose name
and specimen signature appear on a list of servicing officers furnished by the
Servicer to the Trustee, the Securities Administrator and the Depositor, as such
list may from time to time be amended.

            "Servicing Standard" The standards set forth in Section 3.01.

            "Startup Day" As defined in Section 9.01(b) hereof.

            "Stayed Funds" Any payment required to be made under the terms of
the Certificates and this Agreement but which is not remitted by the Servicer
because the Servicer is the subject of a proceeding under the Bankruptcy Code
and the making of such remittance is prohibited by Section 362 of the Bankruptcy
Code.

            "Stepdown Date" The earlier to occur of (i) the Distribution Date
following the Distribution Date on which the aggregate Principal Balance of the
Senior Certificates is reduced to zero and (ii) the later to occur of (x) the
Distribution Date in [ ] 20 and (y) the Distribution Date on which the Senior
Enhancement Percentage is greater than or equal to the Senior Specified
Enhancement Percentage.

            "Subcontractor" Any vendor, subcontractor or other Person that is
not responsible for the overall servicing of Mortgage Loans but performs one or
more discrete functions identified in Item 1122(d) of Regulation AB with respect
to Mortgage Loans under the direction or authority of the Servicer (or a
Subservicer of the Servicer), the Securities Administrator, the Trustee or the
Custodian.

            "Subordination Depletion Date" The Distribution Date on which the
aggregate Principal Balance of the Class M Certificates is reduced to zero.

            "Subsequent Recovery" Any amount (net of reimbursable expenses)
received on a Mortgage Loan subsequent to such Mortgage Loan being determined to
be a Liquidated Mortgage Loan that resulted in a Realized Loss in a prior month.

            "Subservicer" Any Person that (i) services Mortgage Loans on behalf
of the Servicer, and (ii) is responsible for the performance (whether directly
or through Subservicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed under this Agreement or
any sub-servicing agreement that are identified in Item 1122(d) of Regulation
AB.

            "Substitution Adjustment Amount" As defined in Section 2.03(d)
hereof.

            "Targeted Overcollateralization Amount" As of any Distribution Date,
(x) prior to the Stepdown Date, [ ]% of the Pool Balance as of the Cut-off Date
and (y) on and after the Stepdown Date, (i) if a Trigger Event has not occurred
for such Distribution Date, the greater of (A) [ ]% of the Pool Balance as of
the last day of the related Collection Period and (B) [ ]% of the Pool Balance
as of the Cut-off Date and (ii) if a Trigger Event has occurred for such
Distribution Date, the Targeted Overcollateralization Amount for the immediately
preceding Distribution Date.

            "Tax Matters Person" The tax matters person appointed pursuant to
Section 9.01(e) hereof.

            "Tax Returns" The federal income tax returns on Internal Revenue
Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax
Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed on behalf of the Trust for each of the three REMICs created
pursuant to this Agreement under the REMIC Provisions, together with any and all
other information reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.

            "Telerate Page 3750" The display page currently so designated on the
Moneyline Telerate Service (or such other page as may replace the Telerate Page
3750 page on the Moneyline Telerate Service for the purpose of displaying London
interbank offered rates of major banks).

            "Termination Price" As defined in Section 10.01(a) hereof.

            "Trigger Event" With respect to any Distribution Date, if (i) the
three-month rolling average of 60+ Day Delinquent Loans equals or exceeds [ ]%
of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized
Losses incurred since the applicable Cut-off Date through the last day of the
related Collection Period (reduced by the aggregate amount of Subsequent
Recoveries received since the applicable Cut-off Date through the end of the
last day of the related Collection Period) divided by the Pool Balance on the
Cut-off Date exceeds the applicable percentages set forth below with respect to
such Distribution Date:

      Distribution Date Occurring In               Percentage
-------------------------------------  -------------------------------------
[   ] through [     ]..........                     [    ]%
[   ] through [     ]..........                     [    ]%
[   ] through [     ]..........                     [    ]%
[   ] and thereafter ..........                     [    ]%

            "Trust" Wells Fargo Home Equity Asset-Backed Securities 200 - Trust,
the New York common law trust created hereunder.

            "Trust Fund" The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to a portion of which three REMIC elections are to be made, such
entire Trust Fund consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement, together with the Mortgage Files relating
thereto, and together with all collections thereon and proceeds thereof, (ii)
any REO Property, together with all collections thereon and proceeds thereof,
(iii) the Trustee's rights with respect to the Mortgage Loans under all
insurance policies required to be maintained pursuant to this Agreement and any
proceeds thereof, (iv) the Depositor's rights under the Mortgage Loan Purchase
Agreement (including any security interest created thereby), (v) the Securities
Administrator's rights under the Yield Maintenance Agreement and (vi) the
Collection Account, the Distribution Account and the Reserve Account and such
assets that are deposited therein from time to time and any investments thereof,
together with any and all income, proceeds and payments with respect thereto.

            "Trustee" HSBC Bank USA, National Association, a national banking
association, in its capacity as trustee hereunder, or any successor Trustee
appointed as herein provided.

            "Uncertificated Accrued Interest" With respect to each REMIC 1
Regular Interest on each Distribution Date, an amount equal to one month's
interest at the related Uncertificated Pass-Through Rate on the Uncertificated
Principal Balance of such REMIC Regular Interest. In each case, Uncertificated
Accrued Interest will be reduced by any Prepayment Interest Shortfalls and
Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests based
on their respective entitlements to interest irrespective of any Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution
Date).

            "Uncertificated Principal Balance" The amount of any REMIC 1 Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each REMIC 1 Regular Interest shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC 1 Regular Interest shall be reduced by all distributions
of principal made on such REMIC 1 Regular Interest on such Distribution Date
pursuant to Section 4.08 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized Losses as
provided in Section 4.08(b). The Uncertificated Balance of REMIC 1 Regular
Interest LT1ZZ shall be increased by interest deferrals as provided in Section
4.08(a)(i). The Uncertificated Balance of each REMIC 1 Regular Interest shall
never be less than zero.

            "Uncertificated REMIC 1 Pass-Through Rate" With respect to REMIC 1
Regular Interest LT1AA, REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular
Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1 Regular Interest
LT1AII2, REMIC 1 Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC
1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular
Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6,
REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular
Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest
LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular Interest LT1M13, REMIC
1 Regular Interest LT1ZZ, REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular
Interest LT2SUB and REMIC 1 Regular Interest LT1XX, the Weighted Average Net
Mortgage Interest Rate of the Mortgage Loans. With respect to REMIC 1 Regular
Interest LT1GRP, the Weighted Average Net Mortgage Interest Rate of the Group I
Mortgage Loans. With respect REMIC 1 Regular Interest LT2GRP, the Weighted
Average Net Mortgage Interest Rate of the Group II Mortgage Loans.

            "United States Person" or "U.S. Person" (i) A citizen or resident of
the United States, (ii) a corporation, partnership or other entity treated as a
corporation or partnership for United States federal income tax purposes
organized in or under the laws of the United States or any state thereof or the
District of Columbia (unless, in the case of a partnership, Treasury Regulations
provide otherwise), (iii) an estate the income of which is includible in gross
income for United States tax purposes, regardless of its source, or (iv) a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in Treasury Regulations, certain
Trusts in existence on August 20, 1996, and treated as United States persons
prior to such date, that elect to continue to be treated as United States
persons will also be a U.S. Person; provided, that for purposes of the
definition of a "Permitted Transferee," a U.S. Person shall not include any
person whose income is attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of such
Person or any other Person.

            "Unpaid Realized Loss Amount" For any Class of Class M Certificates
and as to any Distribution Date, the excess of (x) the aggregate Applied
Realized Loss Amounts applied with respect to such Class for all prior
Distribution Dates over (y) the sum of (a) the aggregate amount of any
Subsequent Recoveries allocated to such Class and (b) the aggregate Realized
Loss Amortization Amounts with respect to such Class for all prior Distribution
Dates.

            "Value" With respect to any Mortgaged Property, the value thereof as
determined by an independent appraisal made at the time of the origination of
the related Mortgage Loan or the sale price, if the appraisal is not available.

            "Voting Interests" The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Interests
allocated among Holders of the Certificates (other than the Class CE, Class P
and Residual Certificates) shall be 98%, and shall be allocated among each such
Class according to the fraction, expressed as a percentage, the numerator of
which is the aggregate Principal Balance of all the Certificates of such Class
then outstanding and the denominator of which is the aggregate Principal Balance
of all the Certificates (other than the Class CE, Class P and Residual
Certificates) then outstanding. The Voting Interests allocated to each such
Class of Certificates shall be allocated among all holders of each such Class in
proportion to the outstanding Principal Balance of such Certificates; provided,
however, that any Certificate registered in the name of the Servicer, the
Depositor, the Securities Administrator or the Trustee or any of their
respective affiliates shall not be included in the calculation of Voting
Interests; provided that only such Certificates as are known by a Responsible
Officer of the Securities Administrator to be so registered will be so excluded.
One percent of all the Voting Interests will be allocated to the Holders of each
of the Class CE and Class P Certificates. The Class R and Class R-X Certificates
shall have no Voting Interests.

            "Weighted Average Net Mortgage Interest Rate" The weighted average
(based on the unpaid principal balance of the related Mortgage Loans as of the
first day of the related Collection Period or, in the case of the first
Distribution Date, the applicable Cut-off Date) of the Net Mortgage Interest
Rates of the Mortgage Loans, the Group I Mortgage Loans or the Group II Mortgage
Loans, as applicable, expressed for each such Mortgage Loan as an annual rate
and calculated on the basis of twelve months consisting of 30 days each and a
360 day year.

            "Wells Fargo Bank" Wells Fargo Bank, N.A., a national banking
association, or its successor in interest.

            "Wells Fargo Bank Correspondents" The entities identified on a list
provided by Wells Fargo Bank to the Servicer, from which Wells Fargo Bank
purchased the Mortgage Loans.

            "Written Order to Authenticate" A written order by which the
Depositor directing the Securities Administrator to execute, authenticate and
deliver the Certificates.

            "Yield Maintenance Agreement" The yield maintenance agreement
between the Securities Administrator, on behalf of the Trust, and the Yield
Maintenance Agreement Provider substantially in the form attached hereto as
Exhibit N. The Yield Maintenance Agreement shall not be an asset of any REMIC
formed under this Agreement.

            "Yield Maintenance Agreement Payment" On each Distribution Date
through the Distribution Date in [ ] 20 , the amount equal to the product of (a)
the excess of the lesser of (i) One-Month LIBOR and (ii) the applicable upper
strike rate for such Distribution Date over the lower strike rate for such
Distribution Date, in each case as set forth on the schedule attached to the
Yield Maintenance Agreement for such Distribution Date, (b) the notional amount
as set forth on the schedule attached to the Yield Maintenance Agreement for
such Distribution Date and (c) a fraction, the numerator of which is the actual
number of days elapsed since the previous Distribution Date (or the Closing
Date, in the case of the first Distribution Date) to but excluding the current
Distribution Date and the denominator of which is 360.

            "Yield Maintenance Agreement Provider" [ ], and any successor
thereto.

            Section 1.02 Accounting. Unless otherwise specified herein, for the
purpose of any definition or calculation, whenever amounts are required to be
netted, subtracted or added or any distributions are taken into account such
definition or calculation and any related definitions or calculations shall be
determined without duplication of such functions.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 2.01 Conveyance of Mortgage Loans. (a) The Depositor,
concurrently with the execution and delivery hereof, does hereby transfer,
assign, set over and otherwise convey to the Trustee, on behalf of the Trust,
without recourse for the benefit of the Certificateholders all the right, title
and interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to (i) each Mortgage Loan identified on the
Mortgage Loan Schedules, including the related Cut-off Date Principal Balance,
all interest accruing thereon after the applicable Cut-off Date and all
collections in respect of interest and principal due after the applicable
Cut-off Date; (ii) property which secured each such Mortgage Loan and which has
been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest
in any insurance policies in respect of the Mortgage Loans; (iv) all other
assets included or to be included in the Trust Fund; (v) all proceeds of any of
the foregoing; and (vi) the rights of the Depositor under the Mortgage Loan
Purchase Agreement. Such assignment includes all interest and principal due to
the Depositor or the Servicer after the applicable Cut-off Date with respect to
the Mortgage Loans. It is agreed and understood by the Depositor and the Trustee
that it is not intended that any mortgage loan be included in the Trust Fund
that is a "High-Cost Home Loan" as defined in (i) the New Jersey Home Ownership
Act effective November 27, 2003, (ii) the New Mexico Home Loan Protection Act
effective January 1, 2004, (iii) the Massachusetts Predatory Home Loan Practices
Act, effective November 7, 2004 or (iv) the Indiana Home Loan Practices Act,
effective January 1, 2005.

            In connection with such assignment, the Depositor shall, with
respect to each Mortgage Loan, deliver, or cause to be delivered, to the
Custodian, on or before the Closing Date the following documents or instruments
with respect to each Mortgage Loan:

            (i) The original Mortgage Note either (A) endorsed in blank or (B)
      endorsed as provided in Section 2.01(d), with all prior and intervening
      endorsements as may be necessary to show a complete chain of endorsements
      or with respect to any Mortgage Loan as to which the original Mortgage
      Note has been permanently lost or destroyed and has not been replaced, a
      lost note affidavit with a copy of the Mortgage Note and, in the case of
      any Mortgage Loan originated in the State of New York documented by a
      NYCEMA, the NYCEMA, the new Mortgage Note, if applicable, the consolidated
      Mortgage Note and the consolidated Mortgage;

            (ii) A recorded original assignment of the related Mortgage from
      Wells Fargo Bank assigning the related Mortgage to the Trustee, certified
      by the recording office, or, if such assignment is in the process of being
      recorded, a copy of the related Mortgage transmitted for recordation
      certified by an officer of Wells Fargo Bank or applicable Wells Fargo Bank
      Correspondent to be a true and correct copy of such assignment submitted
      for recordation; provided, however, if recordation is not required as
      described below, an assignment in recordable form (which may be assigned
      in blank) with respect to the related Mortgage;

            (iii) The original of each assumption agreement, modification,
      written assurance or substitution agreement pertaining to such Mortgage
      Note, if any; and

            (iv) For each Mortgage Loan secured by Co-op Shares, the originals
      of the following documents or instruments:

                  (A) The loan security agreement;

                  (B) The stock certificate;

                  (C) The stock power, executed in blank;

                  (D) The executed proprietary lease;

                  (E) The executed recognition agreement;

                  (F) The executed UCC-1 financing statement with evidence of
            recording thereon; and

                  (G) The executed UCC-3 financing statements or other
            appropriate UCC financing statements required by state law,
            evidencing a complete and unbroken chain from the mortgagee to the
            Trustee with evidence of recording thereon (or in a form suitable
            for recordation).

            (b) The Securities Administrator shall promptly notify the
Depositor, the Trustee and the Custodian of the occurrence of any Document
Transfer Event of which the Servicer had knowledge. Following the receipt of
such notice, the Depositor shall, with respect to each Mortgage Loan, deliver,
or cause to be delivered, to the Custodian, no later than the Document Transfer
Date, copies (which may be in electronic form mutually agreed upon by the
Depositor and the Custodian) of the following additional documents or
instruments with respect to each Mortgage Loan; provided, however, that
originals of such documents or instruments shall be delivered to the Custodian
if originals are required under the law in which the related Mortgaged Property
is located in order to exercise all remedies available to the Trust under
applicable law following default by the related Mortgagor:

            (i) The original recorded Mortgage with evidence of recordation
      noted thereon or attached thereto, together with any addenda or riders
      thereto, or a copy of such recorded Mortgage with such evidence of
      recordation certified to be true and correct by the appropriate
      governmental recording office; or a copy of such recorded Mortgage with
      such evidence of recordation, or if the original Mortgage has been
      submitted for recordation but has not been returned from the applicable
      public recording office, a copy of the Mortgage certified by an officer of
      Wells Fargo Bank or the applicable Wells Fargo Bank Correspondent to be a
      true and correct copy of the original Mortgage submitted for recordation;

            (ii) The original of each assumption agreement, modification,
      written assurance or substitution agreement pertaining to such Mortgage,
      if any, or, if such document is in the process of being recorded, a copy
      of such document, certified by an officer of Wells Fargo Bank or the
      applicable Wells Fargo Bank Correspondent of such Mortgage Loan or by the
      applicable title insurance company, closing agent, settlement agent,
      escrow agent or closing attorney to be a true and correct copy of such
      document transmitted for recordation, if any;

            (iii) For each MERS Mortgage Loan that is not a MOM Mortgage Loan,
      the original assignment showing MERS as the assignee of the Mortgage, with
      evidence of recording thereon or copies thereof certified by an officer of
      Wells Fargo Bank or the applicable Wells Fargo Bank Correspondent to have
      been submitted for recordation;

            (iv) Each original recorded intervening assignment of the Mortgage
      as may be necessary to show a complete chain of title from the Mortgage
      Loan originator to Wells Fargo Bank or Wells Fargo Home Mortgage, Inc.,
      with evidence of recordation noted thereon or attached thereto, or a copy
      of such assignment with such evidence of recordation to be true and
      correct by the appropriate governmental recording office, or, if any such
      assignment has been submitted for recordation but has not been returned
      from the applicable public recording office or is not otherwise available,
      a copy of such assignment certified by an officer of Wells Fargo Bank or
      the applicable Wells Fargo Bank Correspondent to be a true and correct
      copy of the recorded assignment submitted for recordation; and

            (v) The original policy of the title insurance or certificate of
      title insurance or a written commitment to issue such a title insurance
      policy or certificate of title insurance, or a copy of such title
      insurance certified as true and correct by the applicable insurer or any
      attorney's certificate of title with an Officer's Certificate of Wells
      Fargo Bank or the applicable Wells Fargo Bank Correspondent that such
      attorney's certificate of title is customarily used in lieu of a title
      insurance policy in the jurisdiction in which the related mortgage
      property is located.

            (c) If any assignment of a Mortgage to the Trustee is in the process
of being recorded on the Closing Date, the Depositor shall use its best efforts
to cause each such original recorded document or certified copy thereof to be
delivered to the Custodian promptly following its recordation, but in no event
later than one (1) year following the Closing Date. If any Mortgage has been
recorded in the name of MERS or its designee, no assignment of Mortgage in favor
of the Trustee will be required to be prepared or delivered and instead, the
Master Servicer shall take all actions as are necessary to cause the Trust Fund
to be shown as the owner of the related Mortgage Loan on the records of MERS for
the purpose of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS. The Depositor shall also cause to be delivered to
the Custodian any other original mortgage loan document included in the Owner
Mortgage File (and, if applicable, the Retained Mortgage File) if a copy thereof
has been delivered. The Depositor shall pay from its own funds, without any
right of reimbursement therefor, the amount of any costs, liabilities and
expenses incurred by the Trust by reason of the failure of the Depositor to
cause to be delivered to the Custodian within one (1) year following the Closing
Date any assignment of a Mortgage (except with respect to any Mortgage recorded
in the name of MERS) not delivered to the Custodian on the Closing Date.

            In lieu of recording an assignment of any Mortgage the Depositor
may, deliver or cause to be delivered to the Custodian the assignment of the
Mortgage Loan to the Trustee in a form suitable for recordation, if (i) with
respect to a particular state the Trustee and the Custodian have received an
Opinion of Counsel acceptable to it that such recording is not required to make
the assignment effective against the parties to the Mortgage or subsequent
purchasers or encumbrancers of the Mortgaged Property or (ii) the Depositor has
been advised by each Rating Agency that non recordation in a state will not
result in a reduction of the rating assigned by that Rating Agency at the time
of initial issuance of the Certificates. Set forth on Exhibit Q attached hereto
is a list of all states where recordation is required by either Rating Agency to
obtain the initial ratings of the Certificates. The Custodian may rely and shall
be protected in relying upon the information contained in such Exhibit Q. In the
event that the Custodian receives notice that recording is required to protect
the right, title and interest of the Trustee in and to any such Mortgage Loan
for which recordation of an assignment has not previously been required, the
Custodian shall promptly notify the Trustee and the Custodian shall within five
Business Days (or such other reasonable period of time mutually agreed upon by
the Custodian and the Trustee) of its receipt of such notice deliver each
previously unrecorded assignment to the related Servicer for recordation.

            (d) Except for Mortgage Notes endorsed in blank, endorsements shall
comply with the following format:

                                WITHOUT RECOURSE
                              PAY TO THE ORDER OF:
                     HSBC BANK USA, NATIONAL ASSOCIATION, AS
                     TRUSTEE under the pooling and servicing
                       agreement dated as of [[ ], 200 ].
                         and its successors and assigns,

            [Wells Fargo Bank, N.A.][Wells Fargo Home Mortgage, Inc.]
                             [Signature of Officer]
                           [Officer's Name and Title]

            Except where assignments in blank are authorized or in the case of
any Mortgage registered in the name of MERS, assignments of any Mortgage shall
comply with the following:

                     HSBC BANK USA, NATIONAL ASSOCIATION, AS
                                     TRUSTEE
                         and its successors and assigns

            (e) Concurrently with the execution and delivery of this Agreement,
the Depositor shall deliver the Mortgage Loan Schedule to the Trustee, the
Securities Administrator, the Servicer and the Custodian. The Depositor and the
Securities Administrator shall provide a copy of the Mortgage Loan Schedule to
any Certificateholders upon written request made to it at the addresses set
forth on Exhibit D, as the same may be amended from time to time by written
notice from such party to the other parties hereto.

            (f) The Securities Administrator shall monitor the rating of Wells
Fargo & Company and upon the occurrence of a Document Transfer Event relating to
such rating, shall promptly notify the Servicer, Depositor, Trustee and
Custodian of the occurrence of such Document Transfer Event.

            Section 2.02 Acceptance by Custodian. The Custodian, on behalf of
the Trustee, acknowledges the receipt of, subject to the provisions of Section
2.01 and subject to the review described below and any exceptions noted on the
exception report described in the next paragraph below, the documents referred
to in Section 2.01 above and all other assets included in the definition of
"Trust Fund" and declares that it holds and will hold such documents and the
other documents delivered to it constituting the Owner Mortgage File (and in the
case of a Document Transfer Event, the Retained Mortgage File), and that it
holds or will hold all such assets and such other assets included in the
definition of "Trust Fund" in trust for the exclusive use and benefit of all
present and future Certificateholders.

            The Custodian, for the benefit of the Certificateholders, shall
execute and deliver to the Servicer, the Securities Administrator, the Trustee
and the Depositor on or prior to the Closing Date an initial certification in
the form attached hereto as Exhibit F-1 hereto, to the effect that, except as
may be specified in a list of exceptions attached thereto, it has received the
original Mortgage Notes (described in Section 2.01(a)(i)) relating to each
Mortgage Loan listed in the Mortgage Loan Schedules (other than any Mortgage
Loan that has been paid in full, liquidated or otherwise released as of the date
of such certification, and subject to any exceptions specifically identified in
the exception report annexed to such certification).

            The Custodian will review each Owner Mortgage File within 45 days
after execution of this Agreement. The Custodian will deliver no later than 30
days after completion of such review to the Servicer, the Securities
Administrator, the Trustee and the Depositor a final certification in the form
of Exhibit F-2 hereto to the effect that, except as may be specified in a list
of exceptions attached thereto, all required documents set forth in Section
2.01(a) have been executed and received and appear regular on their face, and
that such documents relate to the Mortgage Loans identified in the Mortgage Loan
Schedule based on a comparison of the Mortgage Loan identifying number,
Mortgagor name and street address, and in so doing the Custodian may rely on the
purported due execution and genuineness of any such document and on the
purported genuineness of any signature thereon.

            If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the
Custodian finds any document or documents constituting a part of a Mortgage File
to be missing or defective in any material respect, at the conclusion of its
review the Custodian shall so notify the Depositor, the Trustee, the Securities
Administrator and the Servicer.

            The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans and the
Related Documents, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Trustee and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee, on behalf
of the Trust, a first priority perfected security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and the
Related Documents, and that this Agreement shall constitute a security agreement
under applicable law.

            The Securities Administrator is hereby directed to execute and
deliver, on behalf of the Trust, the Yield Maintenance Agreement.

            Section 2.03 Repurchase or Substitution of Mortgage Loans by the
Depositor. (a) Upon discovery or receipt of written notice of any materially
defective document in, or that a document is missing from, an Owner Mortgage
File (or, if applicable, a Retained Mortgage File) or of a breach of a
representation of warranty of the Depositor in Section 2.04 hereof, in respect
of any Mortgage Loan and, except for a breach of the representations and
warranties set forth in clause (ee) of Section 2.04, such breach materially
adversely affects the value of such Mortgage Loan, Prepayment Penalty or the
interest therein of the Certificateholders, the Trustee (or the Custodian) shall
promptly notify the Depositor and the Servicer of such defect, missing document
or breach and request that the Depositor cure such defect or breach or deliver
such missing document within 60 days from the date the Depositor was notified of
such missing document, breach or defect. If the Depositor does not deliver such
missing document or cure such defect or cure such breach in all material
respects during such period, the Depositor shall repurchase such Mortgage Loan
from the Trust Fund at the Purchase Price on or prior to the Determination Date
following the expiration of such period (subject to Section 2.03(d) and the last
paragraph of this Section 2.03(a)). The Purchase Price for the repurchased
Mortgage Loan shall be deposited in the Collection Account, and the Custodian,
upon receipt of written notice from the Servicer of such deposit, shall release
to the Depositor the related Owner Mortgage File (and, if applicable, Retained
Mortgage File). The Trustee shall execute and deliver such instruments of
transfer or assignment (or, in the case of a Mortgage Loan registered in the
name of MERS or its designee, the Servicer shall reflect such assignment on the
records of MERS), in each case without recourse, as the Depositor shall furnish
to it and as shall be necessary to vest in the Depositor any Mortgage Loan
released pursuant hereto and the Custodian and the Trustee shall have no further
responsibility with regard to such Owner Mortgage File (and, if applicable,
Retained Mortgage File). In lieu of repurchasing any such Mortgage Loan as
provided above, the Depositor may cause such Mortgage Loan to be removed from
the Trust Fund (in which case it shall become a Defective Mortgage Loan) and
substitute one or more Eligible Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d).

            It is understood and agreed that the representations and warranties
set forth in Section 2.04 hereof shall survive delivery of the Owner Mortgage
Files (and, if applicable, Retained Mortgage Files) to the Custodian and shall
inure to the benefit of the Certificateholders notwithstanding any restrictive
or qualified endorsement or assignment. It is understood and agreed that the
obligations of the Depositor set forth in this Section 2.03(a) to cure,
substitute for or repurchase a Mortgage Loan and to pay the Reimbursement Amount
constitute the sole remedies available to the Certificateholders and to the
Trustee on their behalf respecting a breach of the representations and
warranties in Section 2.04 hereof.

            (b) In addition to the foregoing, in the case of a breach of the
Depositor's representation set forth in Section 2.04(i) hereof, the Depositor
shall pay to the Trust the Reimbursement Amount. The Reimbursement Amount shall
be delivered to the Servicer for deposit into the Collection Account within 10
days from the date the Depositor was notified by the Trustee of the amount of
such costs and damages.

            (c) Within 90 days of the earlier of discovery by the Servicer or
receipt of notice by the Servicer of the breach of any representation, warranty
or covenant of the Servicer set forth in Section 2.05 which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the Servicer shall cure such breach in all material respects.

            (d) Any substitution of Eligible Substitute Mortgage Loans for
Defective Mortgage Loans made pursuant to Section 2.03(a) must be effected prior
to the last Business Day that is within two years after the Closing Date. As to
any Defective Mortgage Loan for which the Depositor substitutes an Eligible
Substitute Mortgage Loan or Loans, such substitution shall be effected by the
Depositor delivering to the Custodian, on the Trustee's behalf for such Eligible
Substitute Mortgage Loan or Loans, the documents required by Section 2.01,
together with an Officers' Certificate providing that each such Eligible
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Adjustment Amount (as described below), if any, in connection with
such substitution. The Custodian shall acknowledge receipt for such Eligible
Substitute Mortgage Loan or Loans and, within ten Business Days thereafter, the
Custodian shall review such documents as specified in Section 2.02 and deliver
to the Servicer and the Trustee, with respect to such Eligible Substitute
Mortgage Loan or Loans, a certification substantially in the form attached
hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within one
year of the date of substitution, the Custodian shall deliver to the Servicer
and the Trustee a certification substantially in the form of Exhibit F-2 hereto
with respect to such Eligible Substitute Mortgage Loan or Loans, with any
applicable exceptions noted thereon. Monthly Payments due with respect to
Eligible Substitute Mortgage Loans in the month of substitution are not part of
the Trust Fund and will be retained by the Depositor. For the month of
substitution, distributions to Certificateholders will reflect the collections
and recoveries in respect of such Defective Mortgage Loan in the Collection
Period or Prepayment Period, as applicable, preceding the date of substitution
and the Depositor shall thereafter be entitled to retain all amounts
subsequently received in respect of such Defective Mortgage Loan. The Depositor
shall give or cause to be given written notice to the Certificateholders that
such substitution has taken place, shall amend the applicable Mortgage Loan
Schedule to reflect the removal of such Defective Mortgage Loan from the terms
of this Agreement and the substitution of the Eligible Substitute Mortgage Loan
or Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the
Trustee, the Servicer, the Securities Administrator and the Custodian. Upon such
substitution, such Eligible Substitute Mortgage Loan or Loans shall constitute
part of the Mortgage Pool and shall be subject in all respects to the terms of
this Agreement, including all applicable representations and warranties as of
the date of substitution.

            For any month in which the Depositor substitutes one or more
Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, the
Servicer will determine the amount (the "Substitution Adjustment Amount"), if
any, by which the aggregate Purchase Price of all such Defective Mortgage Loans
exceeds the aggregate, as to each such Eligible Substitute Mortgage Loan, of the
principal balance thereof as of the date of substitution, together with one
month's interest on such principal balance at the applicable Net Mortgage
Interest Rate. On the date of such substitution, the Depositor will deliver or
cause to be delivered to the Servicer for deposit in the Collection Account an
amount equal to the Substitution Adjustment Amount, if any, and the Trustee,
upon receipt of the related Eligible Substitute Mortgage Loan or Loans and
notice by the Servicer of such deposit, shall release to the Depositor the
related Owner Mortgage File (and, if applicable, Retained Mortgage File) and
shall execute and deliver such instruments of transfer or assignment, in each
case without recourse, as the Depositor shall deliver to it and as shall be
necessary to vest therein any Defective Mortgage Loan released pursuant hereto.

            In addition, the Depositor shall obtain at its own expense and
deliver to the Trustee an Opinion of Counsel to the effect that such
substitution will not cause (a) any federal tax to be imposed on the Trust Fund,
including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(l) of the Code or on "contributions after
the startup date" under Section 860G(d)(l) of the Code, or (b) any REMIC created
hereunder to fail to qualify as a REMIC at any time that any Certificate is
outstanding. If such Opinion of Counsel can not be delivered, then such
substitution may only be effected at such time as the required Opinion of
Counsel can be given.

            (e) Upon discovery by the Depositor, the Seller, the Servicer, the
Securities Administrator, the Custodian or the Trustee that any Mortgage Loan
does not constitute a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code, the party discovering such fact shall within two
Business Days give written notice thereof to the other parties. In connection
therewith, the Depositor shall repurchase or, subject to the limitations set
forth in Section 2.03(d), substitute one or more Eligible Substitute Mortgage
Loans for the affected Mortgage Loan within 60 days of the earlier of discovery
or receipt of such notice with respect to such affected Mortgage Loan. In
addition, upon discovery that a Mortgage Loan is defective in a manner that
would cause it to be a "defective obligation" within the meaning of Treasury
Regulations relating to REMICs, the Depositor shall cure the defect or make the
required purchase or substitution no later than 60 days after the discovery of
the defect. Any such repurchase or substitution shall be made in the same manner
as set forth in Section 2.03(a). The Trustee shall reconvey to the Depositor the
Mortgage Loan to be released pursuant hereto in the same manner, and on the same
terms and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.

            (f) The Trustee shall be responsible for enforcing the Depositor's
obligations under this Section 2.03. If the Trustee receives written notice from
the Custodian or the Securities Administrator that the defect is not cured by
the Depositor within 60 days after the Trustee's notice, the Trustee shall
enforce the Depositor's obligation to repurchase such Mortgage Loan or
substitute for such Mortgage Loan in accordance with the provisions of this
Section 2.03. In connection with any substitution permitted by this Section
2.03, the Trustee shall verify that the unpaid principal balance and the
Loan-to-Value Ratio of the Eligible Substitute Mortgage Loan satisfy the
requirements of this Section 2.03.

            Section 2.04 Representations and Warranties of the Depositor with
respect to the Mortgage Loans. The Depositor hereby represents and warrants to
the Trustee for the benefit of the Certificateholders that as of the Closing
Date or as of such other date specifically provided herein:

            (a) The information set forth in the Mortgage Loan Schedules was
true and correct in all material respects, including, without limitation, the
information regarding any Prepayment Penalty, at the date or dates respecting
which such information was furnished as specified in the Mortgage Loan
Schedules;

            (b) Immediately prior to the transfer and assignment contemplated
herein, the Depositor was the sole owner and holder of the Mortgage Loan free
and clear of any and all liens, pledges, charges or security interests of any
nature and has full right and authority to sell and assign the same;

            (c) All payments required to be made up to the Due Date for such
Mortgage Loan immediately preceding the Closing Date under the terms of the
related Mortgage Note have been made and no Mortgage Loan had more than one
delinquency in the 12 months preceding the applicable Cut-off Date;

            (d) The Mortgage Note, the related Mortgage and other agreements
executed in connection therewith are genuine, and each is the legal, valid and
binding obligation of the maker thereof, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally and by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at law); and, to the best
of the Depositor's knowledge, all parties to the Mortgage Note and the Mortgage
had legal capacity to execute the Mortgage Note and the Mortgage and each
Mortgage Note and Mortgage has been duly and properly executed by the Mortgagor;

            (e) All taxes, governmental assessments, insurance premiums, and
water, sewer and municipal charges, which previously became due and owing have
been paid, or an escrow of funds has been established, to the extent permitted
by law, in an amount sufficient to pay for every such item which remains unpaid;
and neither the Servicer nor the Depositor has advanced funds, or received any
advance of funds by a party other than the Mortgagor, directly or indirectly for
the payment of any amount required by the Mortgage, except for interest accruing
from the date of the Mortgage Note or date of disbursement of the Mortgage Loan
proceeds, whichever is later, to the day which precedes by thirty days the first
Due Date under the related Mortgage Note;

            (f) Neither the Depositor nor any prior holder of the Mortgage or
the related Mortgage Note has modified the Mortgage or the related Mortgage Note
in any material respect, satisfied, canceled or subordinated the Mortgage in
whole or in part, released the Mortgaged Property in whole or in part from the
lien of the Mortgage, or executed any instrument of release, cancellation,
modification or satisfaction, except in each case as is reflected in an
agreement delivered to the Trustee or the Custodian pursuant to Section 2.01;

            (g) No Mortgage Note or Mortgage is subject to any right of
rescission, set-off, counterclaim or defense, including the defense of usury,
nor will the operation of any of the terms of the Mortgage Note or Mortgage, or
the exercise of any right thereunder, render the Mortgage Note or Mortgage
unenforceable, in whole or in part, or subject it to any right of rescission,
set-off, counterclaim or defense, including the defense of usury, and no such
right of rescission, set-off, counterclaim or defense has been asserted with
respect thereto;

            (h) The Mortgage is a valid, subsisting and enforceable first lien
on the property therein described, and the Mortgaged Property is free and clear
of all encumbrances and liens having priority over the first lien of the
Mortgage except for liens for real estate taxes and special assessments not yet
due and payable and liens or interests arising under or as a result of any
federal, state or local law, regulation or ordinance relating to hazardous
wastes or hazardous substances, and, if the related Mortgaged Property is a
condominium unit, any lien for common charges permitted by statute or homeowners
association fees; and any security agreement, chattel mortgage or equivalent
document related to, and delivered to the Trustee or to the Custodian with, any
Mortgage establishes in the Depositor a valid and subsisting first lien on the
property described therein and the Depositor has full right to sell and assign
the same to the Trustee;

            (i) Each Mortgage Loan at the time it was originated complied in all
material respects with applicable federal, state and local laws including,
without limitation, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity, predatory and abusive
lending laws and disclosure laws;

            (j) Each Mortgaged Property is located in the United States and
consists of a one- to four-unit residential property, which may include a
detached home, townhouse, condominium unit, a unit in a planned unit development
or a manufacturing housing unit which constitutes real property for purposes of
the applicable state law;

            (k) Except for Mortgage Loans secured by residential long-term
leases, the Mortgaged Property consists of a fee simple estate in real property;
all of the improvements which are included for the purpose of determining the
appraised value of the Mortgaged Property lie wholly within the boundaries and
building restriction lines of such property and no improvements on adjoining
properties encroach upon the Mortgaged Property (unless insured against under
the related title insurance policy); and to the best of the Depositor's
knowledge, the Mortgaged Property and all improvements thereon comply with all
requirements of any applicable zoning and subdivision laws and ordinances;

            (l) With respect to each Mortgage where a lost note affidavit has
been delivered to the Custodian on the Trustee's behalf in place of the related
Mortgage Note, the related Mortgage Note is no longer in existence;

            (m) The proceeds of the Mortgage Loans have been fully disbursed,
there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied with (except for
escrow funds for exterior items which could not be completed due to weather and
escrow funds for the completion of swimming pools); and all costs, fees and
expenses incurred in making, closing or recording the Mortgage Loan have been
paid, except recording fees with respect to Mortgages not recorded as of the
Closing Date;

            (n) The Mortgage Loan (except any Mortgage Loan secured by a
Mortgaged Property located in any jurisdiction, as to which an opinion of
counsel of the type customarily rendered in such jurisdiction in lieu of title
insurance is instead received) is covered by an American Land Title Association
mortgagee title insurance policy or other generally acceptable form of policy or
insurance acceptable to Fannie Mae or Freddie Mac, issued by a title insurer
acceptable to Fannie Mae or Freddie Mac insuring the originator, its successors
and assigns, as to the first priority lien of the Mortgage in the original
principal amount of the Mortgage Loan and subject only to (A) the lien of
current real property taxes and assessments not yet due and payable, (B)
covenants, conditions and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage acceptable
to mortgage lending institutions in the area in which the Mortgaged Property is
located or specifically referred to in the appraisal performed in connection
with the origination of the related Mortgage Loan, (C) liens created pursuant to
any federal, state or local law, regulation or ordinance affording liens for the
costs of clean-up of hazardous substances or hazardous wastes or for other
environmental protection purposes and (D) such other matters to which like
properties are commonly subject which do not individually, or in the aggregate,
materially interfere with the benefits of the security intended to be provided
by the Mortgage; the Depositor is the sole insured of such mortgagee title
insurance policy, the assignment to the Trustee of the Depositor's interest in
such mortgagee title insurance policy does not require any consent of or
notification to the insurer which has not been obtained or made, such mortgagee
title insurance policy is in full force and effect and will be in full force and
effect and inure to the benefit of the Trustee, no claims have been made under
such mortgagee title insurance policy, and no prior holder of the related
Mortgage, including the Depositor, has done, by act or omission, anything which
would impair the coverage of such mortgagee title insurance policy;

            (o) To the best of the Depositor's knowledge, there is no default,
breach, violation or event of acceleration existing under the Mortgage or the
related Mortgage Note and no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; the Depositor has not
waived any default, breach, violation or event of acceleration; and no
foreclosure action is currently threatened or has been commenced with respect to
the Mortgage Loan;

            (p) The Mortgaged Property is free and clear of all mechanics' and
materialmen's liens or liens in the nature thereof; provided, however, that this
warranty shall be deemed not to have been made at the time of the initial
issuance of the Certificates if a title policy affording, in substance, the same
protection afforded by this warranty is furnished to the Trustee by the
Depositor;

            (q) The Mortgage Loan meets, or is exempt from, applicable state or
federal laws, regulations and other requirements, pertaining to usury, and the
Mortgage Loan is not usurious;

            (r) To the best of the Depositor's knowledge, all inspections,
licenses and certificates required to be made or issued with respect to all
portions of the Mortgaged Property and, with respect to the use and occupancy of
the same, including, but not limited to, certificates of occupancy and fire
underwriting certificates, have been made or obtained from the appropriate
authorities;

            (s) Each Mortgage Note (other than with respect to any Balloon
Loans) is payable in monthly payments, resulting in complete amortization of the
Mortgage Loan over a term of not more than 360 months;

            (t) Each Mortgage contains customary and enforceable provisions such
as to render the rights and remedies of the holder thereof adequate for the
realization against the Mortgaged Property of the benefits of the security,
including realization by judicial foreclosure (subject to any limitation arising
from any bankruptcy, insolvency or other law for the relief of debtors), and
there is no homestead or other exemption available to the Mortgagor which would
interfere with such right of foreclosure;

            (u) The Mortgaged Property is undamaged by water, fire, earthquake,
earth movement other than earthquake, windstorm, flood, tornado or similar
casualty (excluding casualty from the presence of hazardous wastes or hazardous
substances, as to which the Depositor makes no representations), in a matter
which would adversely affect the value of the Mortgaged Property as security for
the Mortgage Loan or the use for which the premises were intended and to the
best of the Depositor's knowledge, there is no proceeding pending or threatened
for the total or partial condemnation of the Mortgaged Property;

            (v) The Mortgaged Property securing each Mortgage Loan is insured by
an insurer acceptable to Fannie Mae or Freddie Mac against loss by fire and such
hazards as are covered under a standard extended coverage endorsement, in an
amount which is not less than the lesser of 100% of the insurable value of the
Mortgaged Property and the outstanding principal balance of the Mortgage Loan,
but in no event less than the minimum amount necessary to fully compensate for
any damage or loss on a replacement cost basis; if the Mortgaged Property is a
condominium unit, it is included under the coverage afforded by a blanket policy
for the project; if upon origination of the Mortgage Loan, the improvements on
the Mortgaged Property were in an area identified in the Federal Register by the
Federal Emergency Management Agency as having special flood hazards, a flood
insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration is in effect with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(A) the outstanding principal balance of the Mortgage Loan, (B) the full
insurable value of the Mortgaged Property and (C) the maximum amount of
insurance which was available under the National Flood Insurance Act of 1968, as
amended; and each Mortgage obligates the Mortgagor thereunder to maintain all
such insurance at the Mortgagor's cost and expense;

            (w) To the best of the Depositor's knowledge, no Mortgagor is a
debtor in any state or federal bankruptcy or insolvency proceeding;

            (x) If the Mortgage Loan is secured by a long-term residential
lease, (1) the lessor under the lease holds a fee simple interest in the land;
(2) the terms of such lease expressly permit the mortgaging of the leasehold
estate, the assignment of the lease without the lessor's consent and the
acquisition by the holder of the Mortgage of the rights of the lessee upon
foreclosure or assignment in lieu of foreclosure or provide the holder of the
Mortgage with substantially similar protections; (3) the terms of such lease do
not (a) allow the termination thereof upon the lessee's default without the
holder of the Mortgage being entitled to receive written notice of, and
opportunity to cure, such default, (b) allow the termination of the lease in the
event of damage or destruction as long as the Mortgage is in existence, (c)
prohibit the holder of the Mortgage from being insured (or receiving proceeds of
insurance) under the hazard insurance policy or policies relating to the
Mortgaged Property or (d) permit any increase in rent other than pre-established
increases set forth in the lease; (4) the original term of such lease is not
less than 15 years; (5) the term of such lease does not terminate earlier than
five years after the maturity date of the Mortgage Note; and (6) the Mortgaged
Property is located in a jurisdiction in which the use of leasehold estates in
transferring ownership in residential properties is a widely accepted practice;

            (y) None of the Mortgage Loans are classified as "high cost"
Mortgage Loans under Section 32 of the Home Ownership and Equity Protection Act
of 1994 as amended or any comparable state law;

            (z) With respect to each Mortgage Loan that has a Prepayment
Penalty, each such Prepayment Penalty shall be enforceable, and each Prepayment
Penalty shall be permitted pursuant to federal, state and local law. Each such
Prepayment Penalty is in an amount less than or equal to the maximum amount
permitted under applicable law. Each such Prepayment Penalty actually charged to
the related borrower is in accordance with the Prepayment Penalty matrices set
forth in Exhibit R;

            (aa) Each Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G of the Code and Treas. Reg. ss.1.860G-2;

            (bb) No Mortgage Loan is a "high cost" loan as defined under any
federal, state or local law applicable to such Mortgage Loan at the time of its
origination;

            (cc) No Mortgage Loan is serviced by the Trustee or an affiliate of
the Trustee; and

            (dd) In addition to the foregoing representations and warranties
made in subparagraphs (a) through (cc) above, the Depositor further represents
and warrants upon delivery of the Group I Mortgage Loans, as to each, that:

            (i) No mortgage loan is covered by the Home Ownership and Equity
      Protection Act of 1994;

            (ii) With respect to each Group I Mortgage Loan, none of the
      proceeds of such Mortgage Loan were used to finance single-premium credit
      life insurance policies;

            (iii) With respect to each Group I Mortgage Loan, the Servicer has
      furnished accurate and complete information on the related borrower credit
      files to Equifax, Experian and Trans Union Credit Information Company, in
      accordance with the Fair Credit Reporting Act and its implementing
      regulations;

            (iv) The unpaid principal balance of each Group I Mortgage Loan does
      not exceed the applicable maximum original loan amount limitations with
      respect to first lien one- to four-family residential mortgage loans as
      set forth in the Freddie Mac Selling Guide;

            (v) With respect to each Group I Mortgage Loan that has a Prepayment
      Penalty, no such Prepayment Penalty may be imposed for a term in excess of
      five (5) years with respect to Mortgage Loans originated prior to October
      1, 2002 and three (3) years with respect to Mortgage Loans originated on
      or after October 1, 2002;

            (vi) No Group I Mortgage Loan is a "high-cost," "high-cost home,"
      "covered" (excluding home loans defined as "covered home loans" pursuant
      to clause (1) of the definition of that term in the New Jersey Home
      Ownership Security Act of 2002), "high-risk home" or "predatory" loan
      under any applicable federal, state or local predatory or abusive lending
      law; and

            (vii) With respect to any Group I Mortgage Loan originated on or
      after August 1, 2004, neither the related Mortgage nor the related
      Mortgage Note requires the borrower to submit to arbitration to resolve
      any dispute arising out of or relating in any way to the mortgage loan
      transaction.

            Notwithstanding the foregoing, no representations or warranties are
made by the Depositor as to the environmental condition of any Mortgaged
Property; the absence, presence or effect of hazardous wastes or hazardous
substances on any Mortgaged Property; any casualty resulting from the presence
or effect of hazardous wastes or hazardous substances on, near or emanating from
any Mortgaged Property; the impact on Certificateholders of any environmental
condition or presence of any hazardous substance on or near any Mortgaged
Property; or the compliance of any Mortgaged Property with any environmental
laws, nor is any agent, person or entity otherwise affiliated with the Depositor
authorized or able to make any such representation, warranty or assumption of
liability relative to any Mortgaged Property. In addition, no representations or
warranties are made by the Depositor with respect to the absence or effect of
fraud in the origination of any Mortgage Loan.

            It is understood and agreed that the representations and warranties
set forth in this Section 2.04 shall survive delivery of the respective Owner
Mortgage Files (and, if applicable, Retained Mortgage Files) to the Custodian
and shall inure to the benefit of the Trustee notwithstanding any restrictive or
qualified endorsement or assignment.

            Section 2.05 Representations, Warranties and Covenants of the
Servicer. The Servicer hereby represents, warrants and covenants to the Trustee,
for the benefit of each of the Trustee and the Certificateholders and to the
Depositor and the Securities Administrator that as of the Closing Date or as of
such date specifically provided herein:

            (i) The Servicer is a national banking association duly chartered
      and validly existing in good standing under the laws of the United States
      and has all licenses necessary to carry on its business as now being
      conducted, except for such licenses, certificates and permits the absence
      of which, individually or in the aggregate, would not have a material
      adverse effect on the ability of the Servicer to conduct its business as
      it is presently conducted, and is licensed, qualified and in good standing
      in the states where the Mortgaged Property is located if the laws of such
      state require licensing or qualification in order to conduct business of
      the type conducted by the Servicer or to ensure the enforceability or
      validity of each Mortgage Loan; the Servicer has the power and authority
      to execute and deliver this Agreement and to perform in accordance
      herewith; the execution, delivery and performance of this Agreement
      (including all instruments of transfer to be delivered pursuant to this
      Agreement) by the Servicer and the consummation of the transactions
      contemplated hereby have been duly and validly authorized; and all
      requisite corporate action has been taken by the Servicer to make this
      Agreement valid and binding upon the Servicer in accordance with its
      terms;

            (ii) The consummation of the transactions contemplated by this
      Agreement are in the ordinary course of business of the Servicer and will
      not result in the breach of any term or provision of the articles of
      incorporation or by-laws of the Servicer or result in the breach of any
      term or provision of, or conflict with or constitute a default under or
      result in the acceleration of any obligation under, any agreement,
      indenture or loan or credit agreement or other instrument to which the
      Servicer or its property is subject, or result in the violation of any
      law, rule, regulation, order, judgment or decree to which the Servicer or
      its property is subject;

            (iii) The Servicer is an approved seller/servicer of conventional
      residential mortgage loans for Fannie Mae or Freddie Mac, with the
      facilities, procedures, and experienced personnel necessary for the sound
      servicing of mortgage loans of the same type as the Mortgage Loans. The
      Servicer is a HUD approved mortgagee pursuant to Section 203 of the
      National Housing Act and is in good standing to sell mortgage loans to and
      service mortgage loans for Fannie Mae or Freddie Mac, and no event has
      occurred, including but not limited to a change in insurance coverage,
      which would make the Servicer unable to comply with Fannie Mae or Freddie
      Mac eligibility requirements or which would require notification to either
      Fannie Mae or Freddie Mac;

            (iv) This Agreement, and all documents and instruments contemplated
      hereby which are executed and delivered by the Servicer, constitute and
      will constitute valid, legal and binding obligations of the Servicer,
      enforceable in accordance with their respective terms, except as the
      enforcement thereof may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium or other similar laws affecting the enforcement
      of creditors' rights generally (whether considered in a proceeding at law
      or in equity);

            (v) The Servicer does not believe, nor does it have any reason or
      cause to believe, that it cannot perform each and every covenant contained
      in this Agreement;

            (vi) There is no action, suit, proceeding or investigation pending
      or, to its knowledge, threatened against the Servicer that, either
      individually or in the aggregate, may result in any material adverse
      change in the business, operations, financial condition, properties or
      assets of the Servicer, or in any material impairment of the right or
      ability of the Servicer to carry on its business substantially as now
      conducted, or in any material liability on the part of the Servicer, or
      that would draw into question the validity or enforceability of this
      Agreement or of any action taken or to be taken in connection with the
      obligations of the Servicer contemplated herein, or that would be likely
      to impair materially the ability of the Servicer to perform under the
      terms of this Agreement;

            (vii) No consent, approval or order of any court or governmental
      agency or body is required for the execution, delivery and performance by
      the Servicer of or compliance by the Servicer with this Agreement or the
      consummation of the transactions contemplated by this Agreement, except
      for such consents, approvals, authorizations and orders, if any, that have
      been obtained;

            (viii) No information in this Agreement provided by the Servicer nor
      any information, certificate of an officer, statement furnished in writing
      or report delivered to the Trustee or the Securities Administrator by the
      Servicer in connection with the transactions contemplated hereby contains
      or will contain any untrue statement of a material fact or omits or will
      omit to state a material fact necessary in order to make the statements
      contained therein, in light of the circumstances under which they were
      made, not misleading;

            (ix) The Servicer has fully furnished, and shall continue to fully
      furnish for so long as it is servicing the Mortgage Loans hereunder, in
      accordance with the Fair Credit Reporting Act and its implementing
      regulations, accurate and complete information on the Mortgagor credit
      files to Equifax, Experian and Trans Union Credit Information Company on a
      monthly basis;

            (x) Except as otherwise disclosed in the Prospectus, no legal or
      governmental proceedings are pending (or known to be contemplated) against
      the Servicer that would be material to Certificateholders;

            (xi) Except as otherwise disclosed in the Prospectus, the Servicer
      is not aware and has not received notice that any default, early
      amortization or other performance triggering event has occurred as to any
      other securitization due to any act or failure to act of the Servicer
      under such securitization;

            (xii) Except as otherwise disclosed in the Prospectus, the Servicer
      has not been terminated as servicer in a residential mortgage loan
      securitization, either due to a servicing default or to application of a
      servicing performance test or trigger;

            (xiii) Except as otherwise disclosed in the Prospectus, no material
      noncompliance with the applicable servicing criteria with respect to other
      securitizations of residential mortgage loans involving the Servicer as a
      servicer has been disclosed or reported by the Servicer within the past
      three (3) years;

            (xiv) Except as otherwise disclosed in the Prospectus, no material
      changes to the Servicer's policies or procedures with respect to the
      servicing function it will perform under this Agreement for mortgage loans
      of a type similar to the Mortgage Loans have occurred during the
      three-year period immediately preceding the date of this Agreement;

            (xv) Except as otherwise disclosed in the Prospectus, there is no
      material risk that the Servicer's financial condition could affect one or
      more aspects of the performance by the Servicer of its servicing
      obligations under this Agreement in a manner that could have a material
      impact on the performance of the Mortgage Loans or the Certificates; and

            (xvi) Except as disclosed in the Prospectus, there are no
      affiliations, relationships or transactions relating to the Servicer and
      any party identified in Item 1119 of Regulation AB of the type described
      therein.

            It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Custodian and shall inure to the benefit of the Trustee, the
Depositor, the Securities Administrator and the Certificateholders. Upon
discovery by any of the Depositor, the Servicer, the Securities Administrator or
the Trustee of a breach of any of the foregoing representations, warranties and
covenants which materially and adversely affects the value of any Mortgage Loan,
Prepayment Penalty or the interests therein of the Certificateholders, the party
discovering such breach shall give prompt written notice (but in no event later
than two Business Days following such discovery) to the other parties hereto.

            Upon discovery by any of the Depositor, the Servicer, the Securities
Administrator or the Trustee of a breach of any of the representations and
warranties set forth in this Section 2.05, the party discovering such breach
shall give prompt written notice, which shall not exceed two days, to the other
parties. The Securities Administrator shall consult with the Depositor to
determine if any such breach is material and any breach determined by the
Depositor to be material shall be included by the Securities Administrator on
the next Distribution Date Statement prepared pursuant to Section 4.06.

            Section 2.06 Representations and Warranties of the Depositor. The
Depositor represents and warrants to the Trust and the Trustee on behalf of the
Certificateholders and to the Servicer and Securities Administrator as follows:

            (i) This agreement constitutes a legal, valid and binding obligation
      of the Depositor, enforceable against the Depositor in accordance with its
      terms, except as enforceability may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or other similar laws now or
      hereafter in effect affecting the enforcement of creditors' rights in
      general and except as such enforceability may be limited by general
      principles of equity (whether considered in a proceeding at law or in
      equity);

            (ii) Immediately prior to the sale and assignment by the Depositor
      to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor
      had good and marketable title to each Mortgage Loan (insofar as such title
      was conveyed to it by the Seller) subject to no prior lien, claim,
      participation interest, mortgage, security interest, pledge, charge or
      other encumbrance or other interest of any nature;

            (iii) As of the Closing Date, the Depositor has transferred all
      right, title interest in the Mortgage Loans to the Trustee on behalf of
      the Trust;

            (iv) The Depositor has not transferred the Mortgage Loans to the
      Trustee on behalf of the Trust with any intent to hinder, delay or defraud
      any of its creditors;

            (v) The Depositor has been duly incorporated and is validly existing
      as a corporation in good standing under the laws of the State of Delaware,
      with full corporate power and authority to own its assets and conduct its
      business as presently being conducted;

            (vi) The Depositor is not in violation of its certificate of
      incorporation or by-laws or in default in the performance or observance of
      any material obligation, agreement, covenant or condition contained in any
      contract, indenture, mortgage, loan agreement, note, lease or other
      instrument to which the Depositor is a party or by which it or its
      properties may be bound, which default might result in any material
      adverse changes in the financial condition, earnings, affairs or business
      of the Depositor or which might materially and adversely affect the
      properties or assets, taken as a whole, of the Depositor;

            (vii) The execution, delivery and performance of this Agreement by
      the Depositor, and the consummation of the transactions contemplated
      thereby, do not and will not result in a material breach or violation of
      any of the terms or provisions of, or, to the knowledge of the Depositor,
      constitute a default under, any indenture, mortgage, deed of trust, loan
      agreement or other agreement or instrument to which the Depositor is a
      party or by which the Depositor is bound or to which any of the property
      or assets of the Depositor is subject, nor will such actions result in any
      violation of the provisions of the certificate of incorporation or by-laws
      of the Depositor or, to the best of the Depositor's knowledge without
      independent investigation, any statute or any order, rule or regulation of
      any court or governmental agency or body having jurisdiction over the
      Depositor or any of its properties or assets (except for such conflicts,
      breaches, violations and defaults as would not have a material adverse
      effect on the ability of the Depositor to perform its obligations under
      this Agreement);

            (viii) To the best of the Depositor's knowledge without any
      independent investigation, no consent, approval, authorization, order,
      registration or qualification of or with any court or governmental agency
      or body of the United States or any other jurisdiction is required for the
      issuance of the Certificates, or the consummation by the Depositor of the
      other transactions contemplated by this Agreement, except such consents,
      approvals, authorizations, registrations or qualifications as (a) may be
      required under State securities or blue sky laws, (b) have been previously
      obtained or (c) the failure of which to obtain would not have a material
      adverse effect on the performance by the Depositor of its obligations
      under, or the validity or enforceability of, this Agreement; and

            (ix) There are no actions, proceedings or investigations pending
      before or, to the Depositor's knowledge, threatened by any court,
      administrative agency or other tribunal to which the Depositor is a party
      or of which any of its properties is the subject: (a) which if determined
      adversely to the Depositor would have a material adverse effect on the
      business, results of operations or financial condition of the Depositor;
      (b) asserting the invalidity of this Agreement or the Certificates; (c)
      seeking to prevent the issuance of the Certificates or the consummation by
      the Depositor of any of the transactions contemplated by this Agreement,
      as the case may be; or (d) which might materially and adversely affect the
      performance by the Depositor of its obligations under, or the validity or
      enforceability of, this Agreement.

            Section 2.07 Issuance of Certificates and the Uncertificated Regular
Interests. The Trustee acknowledges the assignment to it of the Mortgage Loans
and the delivery to the Custodian on its behalf of the Mortgage Files, subject
to the provisions of Sections 2.01 and 2.02, and the Trustee acknowledges the
assignment to it of all other assets included in the Trust Fund, receipt of
which is hereby acknowledged. Concurrently with such assignment and delivery and
in exchange therefor, the Securities Administrator, pursuant to the Written
Order to Authenticate executed by an officer of the Depositor, has executed, and
the Certificate Registrar has authenticated and delivered to or upon the order
of the Depositor, the Class A Certificates and Class M Certificates (other than
the Class M-12 and Class M-13 Certificates) in minimum dollar denominations of
$[ ] and integral dollar multiples of $[ ] in excess thereof and the Class M-12
and Class M-13 Certificates in minimum denominations of $[ ] and integral
multiples of $[ ] in excess thereof. The Class CE and Class P Certificates are
issuable only in minimum Percentage Interests of 10%. Each Residual Certificate
is issuable only as a single certificate. The Trustee acknowledges the issuance
of the uncertificated REMIC 1 Regular Interests and declares that it hold such
regular interests as assets of REMIC 2. The Trustee acknowledges the issuance of
the Class CE Uncertificated Interest and declares that it holds such regular
interest as the asset of REMIC A. The Trustee acknowledges that the obligation
of the Class CE Certificates to pay Cap Carryover Amounts, and declares that it
hold the same as assets of the Grantor Trust on behalf of the Holders of the
Class AI-1A, Class AI-1B, Class AII-1, Class AII-2, Class AII-3, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13 Certificates,
respectively. In addition to the assets described in the preceding sentence, the
assets of the Grantor Trust shall also include (i) Prepayment Penalties, any
Servicer Prepayment Penalty Payment Amounts, any Originator Prepayment Penalty
Payment Amounts and the beneficial interest of the Class P Certificates with
respect thereto and (ii) the Yield Maintenance Agreement, the Reserve Account
and the beneficial interest of the Class CE Certificates with respect thereto,
subject to the obligation to pay Cap Carryover Amounts. The interests evidenced
by the Certificates constitute the entire beneficial ownership interest in the
Trust Fund.

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                                OF THE TRUST FUND

            Section 3.01 Servicer to Act as Servicer. The Servicer, as
independent contract servicer, shall service and administer the Mortgage Loans
in accordance with this Agreement and the normal and usual standards of practice
of sub-prime mortgage servicers servicing similar mortgage loans in the same
respective jurisdictions as the Mortgaged Properties, and shall have full power
and authority, acting alone, to do or cause to be done any and all things in
connection with such servicing and administration which the Servicer may deem
necessary or desirable and consistent with the terms of this Agreement (the
"Servicing Standards").

            Consistent with the terms of this Agreement, the Servicer may waive,
modify or vary any term of any Mortgage Loan or consent to the postponement of
strict compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Servicer's reasonable determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Certificateholders; provided, however, that the Servicer shall not make future
advances and (unless the Mortgagor is in default with respect to the Mortgage
Loan or such default is, in the judgment of the Servicer, reasonably
foreseeable) the Servicer shall not permit any modification with respect to any
Mortgage Loan that would (i) change the Mortgage Interest Rate, defer or forgive
the payment thereof of any principal or interest payments, reduce the
outstanding principal amount (except for actual payments of principal) or extend
the final maturity date with respect to such Mortgage Loan, (ii) affect
adversely the status of any REMIC created hereunder as a REMIC or (iii) cause
any REMIC created hereunder to be subject to a tax on "prohibited transactions"
or "contributions" pursuant to the REMIC Provisions. Notwithstanding the
foregoing, the Servicer shall not permit any modification with respect to any
Mortgage Loan that would both (x) effect an exchange or reissuance of such
Mortgage Loan under Section 1.860G-2(b) of the Treasury Regulations and (y)
cause any REMIC constituting part of the Trust Fund to fail to qualify as a
REMIC under the Code or the imposition of any tax on "prohibited transactions"
or "contributions" after the Startup Day under the REMIC Provisions. Without
limiting the generality of the foregoing, the Servicer shall continue, and is
hereby authorized and empowered to execute and deliver on behalf of itself and
the Trustee, all instruments of satisfaction or cancellation, or of partial or
full release, discharge and all other comparable instruments, with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. The Servicer
shall make all required Servicing Advances and shall service and administer the
Mortgage Loans in accordance with Applicable Regulations, and shall provide to
the Mortgagor any reports required to be provided to them thereby. By the
execution of this Agreement, the Trustee hereby grants to the Servicer, a power
of attorney to enable the Servicer to carry out its servicing and administrative
duties hereunder; provided, however, that the Trustee shall not be held liable
for any misuse of any such power of attorney by the Servicer. Notwithstanding
anything contained herein to the contrary, the Servicer shall not, without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name without indicating the Servicer's representative
capacity; or (ii) take any action with the intent to cause, and that actually
causes, the Trustee to be registered to do business in any state.

            In servicing and administering the Mortgage Loans, the Servicer
shall employ procedures including collection procedures and exercise the same
care that it customarily employs and exercises in servicing and administering
mortgage loans for its own account giving due consideration to accepted mortgage
servicing practices of prudent lending institutions and the Certificateholders'
reliance on the Servicer.

            Notwithstanding anything in this Agreement to the contrary, in the
event of a voluntary Principal Prepayment in full of a Mortgage Loan, the
Servicer may not waive any Prepayment Penalty or portion thereof required by the
terms of the related Mortgage Note unless (i)(a) the Servicer determines that
such waiver is standard and customary in servicing similar mortgage loans, (b)
such waiver relates to a default or a reasonably foreseeable default and (c)
would, in the reasonable judgment of the Servicer, maximize recovery of
Liquidation Proceeds for such Mortgage Loan, taking into account the value of
such Prepayment Penalty, or (ii) the enforceability thereof is limited (1) by
bankruptcy, insolvency, moratorium, receivership, or other similar law relating
to creditors' rights generally or (2) due to acceleration in connection with a
foreclosure or other involuntary payment. If the Servicer has waived or does not
collect all or a portion of a Prepayment Penalty relating to a voluntary
Principal Prepayment in full due to any action or omission of the Servicer,
other than as provided above, the Servicer shall, on the date on which the
Principal Prepayment in full is remitted to the Securities Administrator,
deliver to the Securities Administrator the Servicer Prepayment Penalty Amount
with respect to such Mortgage Loan for distribution in accordance with the terms
of this Agreement.

            In the event that a Prepayment Penalty due with respect to any
Mortgage Loan is not timely received by the Servicer, the Servicer shall use
commercially reasonable efforts to determine whether the Originator is obligated
to pay a related Originator Prepayment Penalty Payment Amount, and if the
Servicer determines that a Originator Prepayment Penalty Payment Amount is due,
the Servicer shall promptly notify the Originator, and the Servicer shall
enforce the Originator's obligations as set forth in the Mortgage Loan Purchase
Agreement to pay any such Originator Prepayment Penalty Payment Amounts and, to
the extent that such amounts are received by the Servicer, shall cause such
amounts to be deposited into the Collection Account within one Business Day of
receipt.

            Section 3.02 Collection of Mortgage Loan Payments. Continuously from
the date hereof until the principal and interest on all Mortgage Loans are paid
in full or as long as the Mortgage Loan remains subject to this Agreement, the
Servicer will diligently collect all payments due under each Mortgage Loan when
the same shall become due and payable and shall, to the extent such procedures
shall be consistent with the Servicing Standards and Applicable Regulations,
follow such collection procedures as it follows with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Further, where
applicable, the Servicer will take special care in ascertaining and estimating
annual Escrow Payments that, as provided in the Escrow Agreement, will become
due and payable to that end that the installments payable by the Mortgagors will
be sufficient to pay such charges as and when they become due and payable.

            Section 3.03 Realization Upon Defaulted Mortgage Loans. In the event
that any payment due under any Mortgage Loan is not paid when the same becomes
due and payable, or in the event the Mortgagor fails to perform any other
covenant or obligation under the Mortgage Loan and such failure continues beyond
any applicable grace period, the Servicer shall take such action as it shall
deem to be in the best interest of the Certificateholders.

            In connection with a foreclosure or other conversion, the Servicer
shall exercise such rights and powers vested in it hereunder and use the same
degree of care and skill in its exercise as it would exercise or use under the
circumstances in the conduct of its own affairs and consistent with Applicable
Regulations and the Servicing Standards, including, without limitation,
advancing funds for the payment of taxes and insurance premiums with respect to
first lien Mortgage Loans.

            Notwithstanding the foregoing provisions of this Section 3.03, with
respect to any Mortgage Loan as to which the Servicer has received actual notice
of, or has actual knowledge of, the presence of any toxic or hazardous substance
on the related Mortgaged Property, the Servicer shall not either (i) obtain
title to such Mortgaged Property as a result of or in lieu of foreclosure or
otherwise, or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property if, as a result of any such action, the
Trust would be considered to hold title to, to be a mortgagee-in-possession of,
or to be an owner or operator of such Mortgaged Property within the meaning of
the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended from time to time, or any comparable law, unless the Servicer
has also previously determined, based on its reasonable judgment and a report
prepared by a Person who regularly conducts environmental audits using customary
industry standards, stating that:

            A. such Mortgaged Property is in compliance with applicable
environmental laws or, if not, that it would be in the best economic interest of
the Certificateholders to take such actions as are necessary to bring the
Mortgaged Property into compliance therewith; and

            B. there are no circumstances present at such Mortgaged Property
relating to the use, management or disposal of any hazardous substances,
hazardous materials, hazardous wastes, or petroleum-based materials for which
investigation, testing, monitoring, containment, clean-up or remediation could
be required under any federal, state or local law or regulation, or that if any
such materials are present for which such action could be required, that it
would be in the best economic interest of the Certificateholders to take such
actions with respect to the affected Mortgaged Property.

            Notwithstanding the foregoing, if such environmental audit reveals,
or if the Servicer has actual knowledge or notice, that such Mortgaged Property
contains such wastes or substances, the Servicer shall not foreclose or accept a
deed in lieu of foreclosure.

            The cost of the environmental audit report contemplated by this
Section 3.03 shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefor from the Collection Account as provided in Section
3.05(ii).

            If the Servicer determines, as described above, that it is in the
best economic interest of the Certificateholders to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Certificateholders. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Servicer, subject
to the Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.05(ii).

            Section 3.04 Collection Account, Distribution Account and Reserve
Account. (a) The Servicer shall segregate and hold all funds collected and
received pursuant to each Mortgage Loan separate and apart from any of its own
funds and general assets and shall establish and maintain one or more accounts
(such account or accounts, the "Collection Account"). Each Collection Account
shall be an Eligible Account.

            The Servicer shall deposit in the Collection Account within three
Business Days of receipt, and retain therein, the following payments and
collections received or made by it after the applicable Cut-off Date with
respect to the Mortgage Loans, without duplication:

            (i) all payments on account of principal, including Principal
      Prepayments, on the Mortgage Loans;

            (ii) all payments on account of interest on the Mortgage Loans
      adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;

            (iii) all Net Liquidation Proceeds and Subsequent Recoveries;

            (iv) all Insurance Proceeds including amounts required to be
      deposited pursuant to Section 3.10, other than proceeds to be held in the
      Escrow Account and applied to the restoration or repair of the Mortgaged
      Property or released to the Mortgagor in accordance with the Servicer's
      normal servicing procedures, the loan documents or applicable law;

            (v) all Condemnation Proceeds affecting any Mortgaged Property which
      are not released to the Mortgagor in accordance with the Servicer's normal
      servicing procedures, the loan documents or applicable law;

            (vi) any amounts required to be deposited by the Servicer in
      connection with any REO Property pursuant to Section 3.13;

            (vii) all Prepayment Penalties collected by the Servicer in
      connection with the voluntary Principal Prepayment in full of any of the
      Mortgage Loans, all Originator Prepayment Penalty Payment Amounts paid by
      the Originator and all Servicer Prepayment Penalty Payment Amounts
      required to be paid by the Servicer pursuant to Section 3.01 in connection
      with any such Principal Prepayment; and

            (viii) all amounts required to be deposited by the Servicer pursuant
      to Section 2.03.

            Any interest paid on funds deposited in the Collection Account,
subject to Section 3.23, shall accrue to the benefit of the Servicer and the
Servicer shall be entitled to retain and withdraw such interest from the
Collection Account pursuant to Section 3.05(v). The foregoing requirements for
deposit from the Collection Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, payments in the
nature of late payment charges, bad check fees, prepayment penalties that are
not Prepayment Penalties, Originator Prepayment Penalty Payment Amounts or
Servicer Prepayment Penalty Payment Amounts, assumption fees and other similar
fees need not be deposited by the Servicer in the Collection Account. Amounts
deposited into the Collection Account in error may be withdrawn at any time.

            (b) On behalf of the Trust Fund, the Securities Administrator shall
establish and maintain one or more accounts (such account or accounts, the
"Distribution Account"), on behalf of the Trustee, held in trust for the benefit
of the Certificateholders. On behalf of the Trust Fund, the Servicer shall
deliver (or cause the Originator to deliver in the case of clause (iii) below)
to the Securities Administrator in immediately available funds for deposit in
the Distribution Account by 1:00 p.m. New York City time on the Servicer
Remittance Date, (i) that portion of the Available Funds (calculated without
regard to the references in the definition thereof to amounts that may be
deposited to the Distribution Account from a different source as provided
herein) then on deposit in the Collection Account, (ii) the amount of all
Prepayment Penalties collected by the Servicer in connection with the voluntary
Principal Prepayment in full of any of the Mortgage Loans then on deposit in the
Collection Account (other than any such Prepayment Penalties received after the
related Prepayment Period), (iii) any Originator Prepayment Penalty Payment
Amount or Servicer Prepayment Penalty Payment Amount that became due during the
related Prepayment Period and (iv) amounts reimbursable or payable to the
Trustee pursuant to Section 7.01 and Section 8.05 and amounts reimbursable or
payable to the Securities Administrator pursuant to Section 8.05 or Section
9.01(c). These amounts may be sent via a single combined wire transfer. Except
as otherwise provided in Section 3.04(f), amounts in the Distribution Account
shall be deemed to be held on behalf of the related REMICs in accordance with
the REMIC distributions set forth in Section 4.08. The Securities Administrator
may, from time to time, withdraw from the Distribution Account for the following
purposes:

            (i) to pay to itself and to the Trustee any amounts owed to itself
      and the Trustee pursuant to Section 8.05, any amounts owed to itself
      pursuant to Section 9.01(c) and any amounts owed to the Trustee pursuant
      to Section 7.01;

            (ii) to pay to itself as compensation any interest earned on funds
      in the Distribution Account (all such interest to be withdrawn monthly on
      each Distribution Date); and

            (iii) to clear and terminate the Distribution Account upon the
      termination of this Agreement.

            (c) Funds in the Collection Account and the Distribution Account may
be invested in Permitted Investments in accordance with the provisions set forth
in Section 3.23. The Servicer shall give notice to the Securities Administrator
(and the Securities Administrator shall give such notice to the Trustee) of the
location of the Collection Account maintained by it when established upon
request and prior to any change thereof. The Securities Administrator shall give
notice to the Servicer, the Trustee and the Depositor of the location of the
Distribution Account when established and prior to any change thereof.

            (d) In the event the Servicer shall deliver to the Securities
Administrator for deposit in the Distribution Account any amount not required to
be deposited therein, it may at any time request that the Securities
Administrator withdraw such amount from the Distribution Account and remit to
the Servicer any such amount, any provision herein to the contrary
notwithstanding. In addition, the Servicer shall deliver to the Securities
Administrator from time to time for deposit, and the Securities Administrator
shall so deposit, in the Distribution Account in respect of REMIC 1:

            (i) any Advances, as required pursuant to Section 4.07;

            (ii) any Stayed Funds, as soon as permitted by the federal
      bankruptcy court having jurisdiction in such matters;

            (iii) any Prepayment Penalties or amounts in connection with the
      waiver of such Prepayment Penalties, in each case required to be deposited
      pursuant to Section 3.01;

            (iv) any amounts required to be deposited in the Distribution
      Account pursuant to Sections 2.03, 3.04, 3.16, 3.23 or 4.07; and

            (v) any amounts required to be deposited by the Servicer pursuant to
      Section 3.11 in connection with the deductible clause in any blanket
      hazard insurance policy, such deposit being made from the Servicer's own
      funds, without reimbursement therefor.

            (e) Promptly upon receipt of any Stayed Funds, whether from the
Servicer, a trustee in bankruptcy, or federal bankruptcy court or other source,
the Securities Administrator shall, unless such funds have been received from
the Servicer, notify the Servicer of such receipt and deposit such funds in the
Distribution Account, subject to withdrawal thereof as permitted hereunder. In
addition, the Securities Administrator shall deposit in the Distribution Account
any amounts required to be deposited pursuant to Section 3.23(b) in connection
with losses realized on Permitted Investments with respect to funds held in the
Distribution Account.

            (f) Any Prepayment Penalties, Originator Prepayment Penalty Payment
Amounts and Servicer Prepayment Penalty Payment Amounts deposited pursuant to
Section 3.04(a)(vii) shall not be assets of any REMIC created hereunder, but
shall be considered assets of the Grantor Trust held by the Securities
Administrator, on behalf of the Trustee, for the benefit of the Class P
Certificateholders. In addition, any Cap Carryover Amounts that are paid with
respect to the Class A or Class M Certificates will be treated as first having
been distributed with respect to the Class CE Certificates and then having been
paid outside of the REMICs to the Class A or Class M Certificateholders.

            (g) The Securities Administrator shall establish and maintain the
Reserve Account, held in trust for the benefit of the Holders of the Class M-1,
Class M-2, Class M-3, Class M-4 and Class M-5, Class M-6, Class M-7, Class M-8,
Class M-9, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13
Certificates. The Securities Administrator shall deposit in the Reserve Account
on the date received by it, any Yield Maintenance Agreement Payment received
from the Yield Maintenance Agreement Provider for the related Distribution Date.
On each Distribution Date, the Securities Administrator shall withdraw from the
Reserve Account any Yield Maintenance Agreement Payment on deposit and apply it
in the following order of priority:

            (i) to the Class M Certificates, from the Reserve Account, in each
      case only up to the Cap Amount for the related Class, any Cap Carryover
      Amounts for such Classes for such Distribution Date, distributed
      concurrently, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11,
      Class M-12 and Class M-13 Certificates;

            (ii) to the Class M Certificates, from the Reserve Account, without
      regard to the Cap Amount for the related Class, any remaining unpaid Cap
      Carryover Amounts for such Classes for such Distribution Date (after
      distributions pursuant to clause (i) above), distributed concurrently, to
      the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
      Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and
      Class M-13 Certificates, pro rata, based on their respective remaining Cap
      Carryover Amounts; and

            (iii) to the Class CE Certificates, any remaining amount on deposit
      in the Reserve Account.

            (h) The Securities Administrator shall account for the Reserve
Account as an asset of a grantor trust under subpart E, part I of subchapter J
of the Code and not an asset of any REMIC created pursuant to this Agreement.
The beneficial owner of the Reserve Account is the Class CE Certificateholder.
For all federal tax purposes, amounts transferred or reimbursed by REMIC A to
the Reserve Account shall be treated as distributions by the Securities
Administrator to the Class CE Certificateholder.

            (i) Any Cap Carryover Amounts paid by the Securities Administrator
pursuant to Section 3.04(g) to the Regular Certificates (other than the Class CE
Certificates) shall be accounted for by the Securities Administrator as amounts
paid first to the Class CE Certificates and then to the respective Class or
Classes of Regular Certificates (other than the Class CE Certificates). In
addition, the Securities Administrator shall account for the Regular
Certificates' (other than the Class CE Certificates) rights to receive payments
of Cap Carryover Amounts as rights in a limited recourse interest rate cap
contract written by the Class CE Certificates in favor of the Regular
Certificates (other than the Class CE Certificates).

            (j) For federal tax return and information reporting, the right of
the Holders of the Regular Certificates (other than the Class CE Certificates)
to receive payments under the Yield Maintenance Agreement in respect of the
Yield Maintenance Agreement Payments shall be assigned a value of zero.

            Section 3.05 Permitted Withdrawals From the Collection Account. The
Servicer may, from time to time, withdraw from the Collection Account for the
following purposes:

            (i) to remit to the Securities Administrator for deposit in the
      Distribution Account the amounts required to be so remitted pursuant to
      Section 3.04(b) or permitted to be so remitted pursuant to the first
      sentence of Section 3.04(d);

            (ii) first, to the extent the Servicer has not previously reimbursed
      the Trustee pursuant to Section 4.07(e), to reimburse the Trustee for any
      unreimbursed Advances made by the Trustee and second, to reimburse itself
      for any unreimbursed Advances and Servicing Advances; the Servicer's right
      to reimburse itself and the Trustee pursuant to this subclause (ii) being
      limited to amounts received on the related Mortgage Loan which represent
      payments of (a) principal and/or interest respecting which any such
      Advance was made or (b) Condemnation Proceeds, Insurance Proceeds or
      Liquidation Proceeds respecting which any such Servicing Advance was made;

            (iii) first, to the extent the Servicer has not previously
      reimbursed the Trustee pursuant to Section 4.07(e), to reimburse the
      Trustee for any unreimbursed Advances made by the Trustee and second to
      reimburse itself for any unreimbursed Servicing Advances, any unpaid
      Servicing Fees and for unreimbursed Advances, in each case, to the extent
      that such amounts are deemed to be Nonrecoverable Advances, and to
      reimburse itself and the Trustee for such amounts to the extent that such
      amounts are nonrecoverable from the disposition of REO Property pursuant
      to Section 3.03 or Section 3.13 hereof;

            (iv) to reimburse itself for any amounts paid or expenses incurred
      pursuant to Section 3.03 (and not otherwise previously reimbursed);

            (v) to pay to itself as servicing compensation (a) any interest
      earned on funds in the Collection Account (all such interest to be
      withdrawn monthly not later than each Servicer Remittance Date) and (b)
      the Servicing Fee from that portion of any payment or recovery as to
      interest to a particular Mortgage Loan to the extent not retained pursuant
      to Section 3.04(ii);

            (vi) to reimburse itself for any amounts paid pursuant to Section
      6.03 (and not otherwise previously reimbursed);

            (vii) to reimburse the Servicer (if the Servicer is not an Affiliate
      of the repurchasing party), the Securities Administrator or the Trustee,
      as the case may be, for enforcement expenses reasonably incurred in
      respect of the breach or defect giving rise to the purchase obligation
      under Section 2.03 of this Agreement that were included in the Purchase
      Price of the Mortgage Loan, including any expenses arising out of the
      enforcement of the purchase obligation;

            (viii) to reimburse the Depositor or the Servicer for expenses and
      costs reimbursable to them pursuant to Section 3.24(b); and

            (ix) to clear and terminate the Collection Account upon the
      termination of this Agreement.

            The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

            Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow
Accounts. The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Escrow Accounts, in the form of time deposit or demand
accounts. A copy of such letter agreement shall be furnished to the Trustee upon
request. The Escrow Account shall be an Eligible Account.

            The Servicer shall deposit in the Escrow Account or Accounts within
three Business Days of receipt, and retain therein, (i) all Escrow Payments
collected on account of the Mortgage Loans, for the purpose of effecting timely
payment of any such items as required under the terms of this Agreement, and
(ii) all Insurance Proceeds which are to be applied to the restoration or repair
of any Mortgaged Property. The Servicer shall make withdrawals therefrom only to
effect such payments as are required under this Agreement, and for such other
purposes as shall be set forth in, or in accordance with, Section 3.07. The
Servicer shall be entitled to retain any interest paid on funds deposited in the
Escrow Account by the depository institution other than interest on escrowed
funds required by law to be paid to the Mortgagor and, to the extent required by
the related Mortgage Loan or Applicable Regulations, the Servicer shall pay
interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
Account is non-interest bearing or that interest paid thereon is insufficient
for such purposes.

            Section 3.07 Permitted Withdrawals From Escrow Account. Withdrawals
from the Escrow Account may be made by the Servicer (i) to effect timely
payments of Escrow Payments, (ii) to reimburse the Servicer for any Servicing
Advance made by the Servicer with respect to a related Mortgage Loan but only
from amounts received on the related Mortgage Loan which represent late payments
or Late Collections of Escrow Payments thereunder, (iii) to refund to the
Mortgagor any funds as may be determined to be overages, (iv) for transfer to
the Collection Account in accordance with the terms of this Agreement, (v) for
application to restoration or repair of the Mortgaged Property, (vi) to pay to
the Servicer, or to the Mortgagor to the extent required by the related Mortgage
Loan or Applicable Regulations, any interest paid on the funds deposited in the
Escrow Account, (vii) to clear and terminate the Escrow Account on the
termination of this Agreement, or (viii) to transfer to the Collection Account
any Insurance Proceeds. As part of its servicing duties, the Servicer shall pay
to the Mortgagor interest on funds in the Escrow Account, to the extent required
by the related Mortgage Loan or Applicable Regulations, and to the extent that
interest earned on funds in the Escrow Account is insufficient, shall pay such
interest from its own funds, without any reimbursement therefor.

            In the event the Servicer shall deposit in the Escrow Account any
amount not required to be deposited therein, it may at any time withdraw such
amount from the Escrow Account, any provision herein to the contrary
notwithstanding.

            Section 3.08 Payment of Taxes, Insurance and Other Charges;
Collections Thereunder; Primary Mortgage Insurance. (a) With respect to each
Mortgage Loan subject to an Escrow Agreement, the Servicer shall maintain
accurate records reflecting the status of taxes, which are or may become a lien
upon the Mortgaged Property and the status of fire, flood (if applicable) and
hazard insurance coverage and shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in the Escrow Account which shall have been estimated
and accumulated by the Servicer in amounts sufficient for such purposes, as
allowed under the terms of the Escrow Agreement or Applicable Regulations. To
the extent that a Mortgage Loan is not subject to an Escrow Agreement, the
Servicer shall determine that any such payments are made by the Mortgagor. The
Servicer assumes full responsibility for the payment of all such bills and shall
effect payments of all such bills irrespective of the Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments and
shall make Servicing Advances from its own funds to effect such payments.

            (b) For any Mortgage Loan with a Loan-to-Value Ratio at origination
of greater than 80%, if the Mortgage Loan Schedule indicates that such Mortgage
Loan has primary mortgage insurance, the Servicer shall maintain coverage under
a primary mortgage insurance policy until the Loan-to-Value Ratio on any such
Mortgage Loan is reduced to 78% or lower as a result of principal payments on
such Mortgage Loan or based upon an appraisal of the related Mortgaged Property
after the Closing Date. Notwithstanding anything to the contrary herein, the
Servicer shall be responsible for the payment of all primary mortgage insurance
premiums out of the Servicer's own funds, without any right to reimbursement
therefor. The Servicer shall not assign its obligation under any primary
mortgage insurance policy without the consent of each Rating Agency and the
related primary insurance policy provider. In the event that Wells Fargo Bank is
no longer Servicer hereunder, Wells Fargo Bank agrees to continue to pay all
primary mortgage insurance premiums for the Mortgage Loans.

            Section 3.09 Transfer of Accounts. The Servicer may transfer the
Collection Account or the Escrow Account to a different depository institution
from time to time. Upon such transfer, the Servicer shall deliver to the
Securities Administrator (and the Securities Administrator shall provide to the
Depositor and the Trustee), a certification or letter agreement, as the case may
be, as required pursuant to Sections 3.04 and 3.06.

            Section 3.10 Maintenance of Hazard Insurance. The Servicer shall
cause to be maintained for each Mortgage Loan fire and hazard insurance with
extended coverage as is customary in the area where the Mortgaged Property is
located in an amount which is at least equal to the lesser of (i) the amount
necessary to fully compensate for any damage or loss to the improvements which
are a part of such property on a replacement cost basis or (ii) the Principal
Balance of the Mortgage Loan, in each case in an amount not less than such
amount as is necessary to prevent the Mortgagor and/or the Mortgagee from
becoming a co-insurer. If the Mortgaged Property is in an area identified in the
Federal Register by the Flood Emergency Management Agency as having special
flood hazards and flood insurance has been made available, the Servicer will
cause to be maintained a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance Administration with a generally
acceptable insurance carrier, in an amount representing coverage not less than
the least of (i) the Principal Balance of the Mortgage Loan, (ii) the maximum
insurable value of the improvements securing such Mortgage Loan or (iii) the
maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended. The Servicer shall also maintain on the REO
Property for the benefit of the Certificateholders, (x) fire and hazard
insurance with extended coverage in an amount which is at least equal to the
replacement cost of the improvements which are a part of such property and (y)
to the extent required and available under the Flood Disaster Protection Act of
1973, as amended, flood insurance in an amount as provided above. Any amounts
collected by the Servicer under any such policies other than amounts to be
deposited in the Escrow Account and applied to the restoration or repair of the
Mortgaged Property or REO Property, or released to the Mortgagor in accordance
with the Servicer's normal servicing procedures, shall be deposited in the
Collection Account, subject to withdrawal pursuant to Section 3.05. It is
understood and agreed that no earthquake or other additional insurance is
required to be maintained by the Servicer or the Mortgagor or maintained on
property acquired in respect of the Mortgage Loan, other than pursuant to such
Applicable Regulations as shall at any time be in force and as shall require
such additional insurance. All such policies shall be endorsed with standard
mortgagee clauses with loss payable to the Servicer and shall provide for at
least thirty days prior written notice of any cancellation, reduction in the
amount of or material change in coverage to the Servicer. The Servicer shall not
interfere with the Mortgagor's freedom of choice in selecting either his
insurance carrier or agent, provided, however, that the Servicer shall not
accept any such insurance policies from insurance companies unless such
companies currently reflect a general policy rating of B:VI or better in Best's
Key Rating Guide and are licensed to do business in the state wherein the
property subject to the policy is located.

            Section 3.11 Maintenance of Mortgage Impairment Insurance Policy. In
the event that the Servicer shall obtain and maintain a blanket policy issued by
an insurer that has a general policy rating of B:VI or better in Best's Key
Rating Guide insuring against hazard losses on all of the Mortgage Loans, then,
to the extent such policy provides coverage in an amount equal to the amount
required pursuant to Section 3.10 and otherwise complies with all other
requirements of Section 3.10, it shall conclusively be deemed to have satisfied
its obligations as set forth in Section 3.10, it being understood and agreed
that such policy may contain a deductible clause, in which case the Servicer
shall, in the event that there shall not have been maintained on the related
Mortgaged Property or REO Property a policy complying with Section 3.10, and
there shall have been a loss which would have been covered by such policy,
deliver to the Securities Administrator for deposit in the Distribution Account
the amount not otherwise payable under the blanket policy because of such
deductible clause, which amount shall not be reimbursable to the Servicer from
the Trust Fund. In connection with its activities as servicer of the Mortgage
Loans, the Servicer agrees to prepare and present, on behalf of the Trustee,
claims under any such blanket policy in a timely fashion in accordance with the
terms of such policy. Upon request of the Securities Administrator, the Servicer
shall cause to be delivered to the Custodian and the Securities Administrator a
certified true copy of such policy and a statement from the insurer thereunder
that such policy shall in no event be terminated or materially modified without
thirty days prior written notice to the Trustee.

            Section 3.12 Fidelity Bond, Errors and Omissions Insurance. The
Servicer shall maintain, at its own expense, a blanket fidelity bond (the
"Fidelity Bond") and an errors and omissions insurance policy, with broad
coverage with financially responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loans to handle
funds, money, documents and papers relating to the Mortgage Loans. The Fidelity
Bond and errors and omissions insurance shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Servicer against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 3.12 requiring the
Fidelity Bond and errors and omissions insurance shall diminish or relieve the
Servicer from its duties and obligations as set forth in this Agreement. The
minimum coverage under any such bond and insurance policy shall be in an amount
acceptable to Fannie Mae or Freddie Mac. Upon request of the Trustee, the
Servicer shall cause to be delivered to the Trustee a certified true copy of the
Fidelity Bond and errors and omissions insurance policy and a statement from the
surety and the insurer that such Fidelity Bond and errors and omissions
insurance policy shall in no event be terminated or materially modified without
the acquisition of comparable coverage by the Servicer.

            Section 3.13 Title, Management and Disposition of REO Property. (a)
In the event that title to a Mortgaged Property is acquired in foreclosure or by
deed in lieu of foreclosure, the deed or certificate of sale shall be taken in
the name of the Trustee, on behalf of the Certificateholders, or in the event
the Trustee is not authorized or permitted to hold title to real property in the
state where the REO Property is located, or would be adversely affected under
the "doing business" or tax laws of such state by so holding title, the deed or
certificate of sale shall be taken in the name of such Person or Persons as
shall be consistent with an Opinion of Counsel obtained by the Servicer from an
attorney duly licensed to practice law in the state where the REO Property is
located. Any Person or Persons holding such title other than the Trustee shall
acknowledge in writing that such title is being held as nominee for the benefit
of the Trustee. Pursuant to the power of attorney granted in Section 3.01, the
Servicer is hereby authorized to acquire, transfer and dispose of any REO
Property taken in the name of the Trustee pursuant to this Section 3.13 without
further documentation of its authority as attorney in fact for the Trustee on
behalf of the Trust.

            (b) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such REO Property before the end of
the third calendar year beginning after the year of its acquisition by the Trust
Fund for purposes of Section 860G(a)(8) of the Code or, at the expense of the
Trust Fund, request from the Internal Revenue Service, more than 60 days before
the day on which the above-mentioned grace period would otherwise expire, an
extension of the above-mentioned grace period, unless the Servicer obtains an
Opinion of Counsel, addressed and delivered to the Servicer and the Trustee, to
the effect that the holding by the Trust Fund of such REO Property subsequent to
such period will not: (i) result in the imposition of any tax on "prohibited
transactions" as defined in Section 860F of the Code; or (ii) cause any REMIC
constituting any part of the Trust Fund to fail to qualify as a REMIC at any
time that any Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions contained in such
Opinion of Counsel). The Servicer shall be entitled to be reimbursed from the
Collection Account for any costs incurred in obtaining such Opinion of Counsel,
as provided in Section 3.05.

            Subject to compliance with applicable laws and regulations as shall
at any time be in force, and notwithstanding any other provisions of this
Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would: (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code; or (ii) subject any REMIC constituting part of
the Trust Fund to the imposition of any federal income taxes on the income
earned from such REO Property, including any taxes imposed by reason of Sections
860F or 860G(c) of the Code, unless the Servicer has agreed to indemnify and
hold harmless the Trust Fund with respect to the imposition of any such taxes.

            The Servicer shall manage, conserve, protect and operate each REO
Property for the Certificateholders and the Trust Fund solely for the purpose of
its prompt disposition and sale in a manner which does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by the related REMIC of
any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code, or any "net income from foreclosure property" which
is subject to taxation under the REMIC Provisions. The Servicer shall cause each
REO Property to be inspected promptly upon the acquisition of title thereto and
possession thereof and shall cause each REO Property to be inspected at least
annually thereafter. The Servicer shall make or cause to be made a written or
electronic report of each such inspection. Such reports shall be retained in the
Mortgage File and copies thereof shall be forwarded by the Servicer to the
Trustee upon request. The Servicer shall attempt to sell the same (and may
temporarily rent the same) on such terms and conditions as the Servicer deems to
be in the best interest of the Certificateholders and the Trust Fund.

            With respect to each REO Property, the Servicer shall segregate and
hold all funds collected and received in connection with the operation of the
REO Property separate and apart from its own funds or general assets and shall
deposit or cause to be deposited, on a daily basis, within three Business Days
of receipt, into the Collection Account, all revenues received with respect to
the related REO Property and shall withdraw therefrom funds necessary for the
proper operation, management and maintenance of the REO Property, including the
cost of maintaining any hazard insurance pursuant to Section 3.10 hereof and the
fees of any managing agent acting on behalf of the Servicer.

            The Servicer shall furnish to the Securities Administrator and the
Trustee, on each Servicer Remittance Date, an operating statement for each REO
Property covering the operation of each REO Property for the previous month, if
applicable. Such operation statement shall be accompanied by such other
information as the Securities Administrator or the Trustee shall reasonably
request.

            The Servicer shall use its best efforts to dispose of the REO
Property as promptly as is practically consistent with protecting the
Certificateholders' interests.

            Each REO Disposition shall be carried out by the Servicer at such
price and upon such terms and conditions as the Servicer deems to be in the best
interest of the Certificateholders. If as of the date title to any REO Property
was acquired by the Servicer there were outstanding unreimbursed Servicing
Advances with respect to the REO Property, the Servicer, upon an REO Disposition
of such REO Property, shall be entitled to reimbursement for any related
unreimbursed Servicing Advances from proceeds received in connection with such
REO Disposition. The Servicer shall be entitled to an REO Disposition Fee upon
each REO Disposition, and may withhold and retain the REO Disposition Fee from
Liquidation Proceeds. The proceeds from the REO Disposition, net of any payments
to the Servicer as provided above, shall be deposited in the Collection Account
and shall be distributed to the Trust in the month following receipt thereof in
accordance with Section 4.01.

            Any REO Disposition shall be for cash only (unless changes in the
REMIC Provisions made subsequent to the Startup Day allow a sale for other
consideration and an Opinion of Counsel is obtained by the Servicer to the
effect that such sale shall not cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC).

            Section 3.14 Due-on-Sale Clauses; Assumption and Substitution
Agreements. When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related Mortgage Loan under any "due-on-sale" clause contained in the related
Mortgage or Mortgage Note; provided, however, that the Servicer shall not
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law. In such event, the
Servicer shall make reasonable efforts to enter into an assumption and
modification agreement with the Person to whom such property has been or is
about to be conveyed, pursuant to which such Person becomes liable under the
Mortgage Note and, unless prohibited by applicable law or the Mortgage, the
Mortgagor remains liable thereon. If the foregoing is not permitted under
applicable law, the Servicer is authorized to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Note. The Mortgage Loan, as assumed, shall conform in
all respects to the requirements, representations and warranties of this
Agreement. The Servicer shall notify the Trustee that any such assumption or
substitution agreement has been completed by forwarding to the Trustee (or the
Custodian, as the case may be) the original copy of such assumption or
substitution agreement (indicating the Mortgage File to which it relates) which
copy shall be added by the Trustee (or the Custodian, as the case may be) to the
related Mortgage File and which shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof. The Servicer shall be responsible for recording any
such assumption or substitution agreements. Except as otherwise provided in
Section 3.01, in connection with any such assumption or substitution agreement,
the Monthly Payment on the related Mortgage Loan shall not be changed but shall
remain as in effect immediately prior to the assumption or substitution, the
stated maturity or outstanding principal amount of such Mortgage Loan shall not
be changed nor shall any required monthly payments of principal or interest be
deferred or forgiven. Any fee collected by the Servicer for consenting to any
such conveyance or entering into an assumption or substitution agreement shall
be retained by or paid to the Servicer as additional servicing compensation.

            Notwithstanding the foregoing paragraph or any other provision of
this Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever.

            Section 3.15 Duties of the Credit Risk Manager.

            For and on behalf of the Trust, the Credit Risk Manager shall
provide reports and recommendations as to loss mitigation activities concerning
Mortgage Loans that are past due, are in default, as to which there has been
commencement of foreclosure, as to which there has been forbearance in exercise
of remedies, as to which any obligor is the subject of bankruptcy, receivership,
or an arrangement of creditors, or which have become REO Properties. Such
reports and recommendations will be based upon information provided pursuant to
the Credit Risk Management Agreement. The Credit Risk Manager shall look solely
to the Servicer for all information and data (including loss and delinquency
information and data) and loan-level information and data relating to the
servicing of the Mortgage Loans.

            The Credit Risk Manager may be removed at any time by a vote of
Certificateholders holding Certificates evidencing at least 66 2/3% of the
aggregate Voting Interests of the Certificates. After any such termination, the
Credit Risk Manager shall have no further obligations hereunder, and shall no
longer be entitled to the Credit Risk Manager Fee.

            Section 3.16 Optional Purchases of 60+ Day Delinquent Loans. (a) The
Depositor may, at its option, purchase any 60+ Day Delinquent Loan or any
Mortgage Loan or REO Property for which the Servicer has accepted a deed in lieu
of foreclosure during the following time periods: (i) beginning on the first day
of the second month following the month in which the Servicer has reported that
it has initiated foreclosure proceedings with respect to such 60+ Day Delinquent
Loan, with such repurchase option expiring on the last day of such second
following month; (ii) beginning on the first day of the second month following
the month in which the Servicer has reported that such defaulted Mortgage Loan
has become an REO Property, with such repurchase option expiring on the last day
of such second following month; and (iii) beginning on the day on which the
Servicer accepts a contractual commitment by a third party to purchase the
Mortgaged Property related to the 60+ Day Delinquent Loan or REO Property, with
such repurchase option expiring on the earlier of the last day of the month in
which such contractual commitment was accepted by the Servicer or the day
immediately prior to the day on which the closing occurs with respect to such
third party purchase of the Mortgaged Property related to the 60+ Day Delinquent
Loan or REO Property.

            Prior to purchase pursuant to this Section 3.16, the Servicer shall
be required to continue to make monthly Advances pursuant to Section 4.07. The
Depositor shall not use any procedure in selecting Mortgage Loans to be
purchased which is materially adverse to the interests of the
Certificateholders. The Depositor shall purchase any such 60+ Day Delinquent
Loan or REO Property that it elects to purchase at a price equal to the Purchase
Price. The Purchase Price for the repurchased Mortgage Loan or REO Property
shall be deposited in the Collection Account, and the Trustee, upon receipt of
written certification from the Depositor of such deposit, shall release to, or
at the direction of, the Depositor, the related Mortgage File and shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Depositor shall furnish to it and as shall be necessary to vest
in the Depositor any Mortgage Loan or REO Property released pursuant hereto and
the Trustee shall have no further responsibility with regard to such Mortgage
File.

            Section 3.17 Trustee to Cooperate; Release of Files. (a) Upon the
payment in full of any Mortgage Loan (including any liquidation of any Mortgage
Loan through foreclosure or otherwise, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes), the Servicer shall confirm to the Trustee and the Securities
Administrator that all amounts required to be remitted to the Distribution
Account in connection with such Mortgage Loan have been so deposited, and the
Servicer shall deliver two copies of such Request for Release to the Custodian.
The Custodian shall, within five Business Days of its receipt of such a Request
for Release, release the related Owner Mortgage File (and Retained Mortgage
File, if applicable) to the Servicer, as requested by the Servicer. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Distribution Account.

            From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including but not limited to, collection under
any insurance policies, or to effect a partial release of any Mortgaged Property
from the lien of the Mortgage, the Servicer shall deliver to the Custodian two
copies of a Request for Release. The Custodian shall, within five Business Days,
release the related Owner Mortgage File (and Retained Mortgage File, if
applicable) to the Servicer. Any such Request for Release shall obligate the
Servicer to return the Owner Mortgage File (and Retained Mortgage File, if
applicable) to the Custodian by the twenty-first day following the release
thereof, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Distribution
Account or (ii) the Owner Mortgage File (or Retained Mortgage File, if
applicable) or any documents contained therein have been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially. Upon
receipt of two copies of a Request for Release stating that such Mortgage Loan
was liquidated and that all amounts received or to be received in connection
with such liquidation which are required to be deposited into the Distribution
Account have been so deposited, or that such Mortgage Loan has become an REO
Property, the Custodian shall amend its records.

            Upon the occurrence of the event specified in clause (ii) of the
preceding paragraph, the Trustee shall execute and deliver to the Servicer, as
directed by the Servicer, court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any
Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
or to enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Each such direction shall
include a request that such pleadings or documents be executed by the Trustee
and a statement as to the reason such documents or pleadings are required and a
certification that the execution and delivery thereof by the Trustee will not
invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure proceeding or
trustee's sale.

            (b) Subject to Section 3.01, the Servicer shall have the right to
accept applications of Mortgagors for consent to (i) partial releases of
Mortgages, (ii) alterations, and (iii) removal, demolition or division of
properties subject to Mortgages. No application for approval shall be considered
by the Servicer unless: (w) either (A) it has received an Opinion of Counsel,
addressed to the Trustee (which opinion shall not be an expense of the Trustee
or the Trust Fund) that such sale, disposition, substitution, acquisition or
contribution will not affect adversely the status of any REMIC constituting part
of the Trust Fund as a REMIC or cause any REMIC constituting part of the Trust
Fund to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions or (B) other evidence satisfactory to the
Servicer; (x) the provisions of the related Mortgage Note and Mortgage have been
complied with; (y) the Loan-to-Value Ratio and debt-to-income ratio after any
release does not exceed the maximum Loan-to-Value Ratio and debt-to-income ratio
established in accordance with the underwriting standards of the Mortgage Loans;
and (z) the lien priority of the related Mortgage is not affected. Upon receipt
by the Trustee of a Servicing Officer's certificate setting forth the action
proposed to be taken in respect of a particular Mortgage Loan and certifying
that the criteria set forth in the immediately preceding sentence have been
satisfied, the Trustee shall execute and deliver to the Servicer the consent or
partial release so requested by, and furnished to it by, the Servicer. A
proposed form of consent or partial release, as the case may be, shall accompany
any Servicing Officer's certificate delivered by the Servicer pursuant to this
paragraph.

            Section 3.18 Servicing Compensation. As compensation for its
activities hereunder, the Servicer shall be entitled to retain the amount of the
Servicing Fee with respect to each Mortgage Loan (including REO Properties). The
Servicer shall be entitled to retain additional servicing compensation in the
form of release fees, bad check charges, assumption fees, modification or
extension fees, late payment charges, prepayment penalties that are not
Prepayment Penalties, Servicer Prepayment Penalty Payment Amounts, Originator
Prepayment Penalty Payment Amounts or REO Disposition Fees, or any other
service-related fees, Insurance Proceeds and Liquidation Proceeds not required
to be deposited in the Collection Account and similar items, to the extent
collected from Mortgagors. In addition, the Servicer shall be entitled to the
investment income on funds on deposit in the Collection Account.

            Section 3.19 Annual Statement as to Compliance. (a) The Securities
Administrator shall deliver in electronic format or otherwise make available to
the Depositor and the Servicer shall deliver in electronic form, or otherwise
make available to the Securities Administrator, and the Servicer shall cause
each Additional Servicer engaged by it to deliver, in electronic form, or
otherwise make available, to the Securities Administrator, the Trustee and each
Rating Agency on or before March 5 of each year or if such day is not a Business
Day, the next Business Day (with a 10 calendar day cure period, but in no event
later than March 15), commencing in March 200 , a copy of a certificate
(followed by a hard copy to the party or parties receiving such certificate
within 10 calendar days) in the form required by Item 1123 of Regulation AB, to
the effect that (i) an authorized officer of the Securities Administrator, the
Servicer or the Additional Servicer, as the case may be, has reviewed (or a
review has been made under his or her supervision of) such party's activities
under this Agreement or such other applicable agreement in the case of an
Additional Servicer, during the prior calendar year or portion thereof and (ii)
to the best of such officer's knowledge, based on such review, such party has
fulfilled all of its obligations under this Agreement or such other applicable
agreement in the case of an Additional Servicer, in all material respects
throughout the prior calendar year or portion thereof or, if there has been a
failure to fulfill any such obligation in any material respect, specifying each
such failure known to such officer and the nature and status thereof. If any of
the certificates delivered pursuant to this Section 3.19 disclose that there has
been a failure to fulfill any obligation in any material respect then the
Securities Administrator shall promptly notify the Depositor and forward a copy
of such certificate to the Depositor, and the Depositor shall review such
certificate and, if applicable, consult with the Servicer as to the nature of
any failure to fulfill any obligation under this Agreement or such other
applicable agreement in the case of an Additional Servicer, in any material
respect.

            (b) Delivery of such reports, information and documents to the
Securities Administrator is for informational purposes only and the Trustee's,
Securities Administrator's and Depositor's receipt of such shall not constitute
constructive notice of any information contained therein or determinable, from
information contained therein, including the Servicer's compliance with any of
its covenants hereunder (as to which the Trustee, the Securities Administrator
and the Depositor are entitled to rely exclusively on Officers' Certificates).

            Section 3.20 Assessment of Servicing Compliance; Registered Public
Accounting Firm Attestation Reports.

            (a) The Securities Administrator, at its own expense, shall furnish
to the Depositor, and the Servicer, the Trustee and the Custodian, at their own
expense, shall furnish, or otherwise make available, and shall cause any
Servicing Function Participant engaged by any such party to furnish, to the
Securities Administrator, not later than March 5 of each year, or if such day is
not a Business Day, the next Business Day (with a 10 day cure period, but in no
event later than March 15), commencing in March 200 , a copy of a report,
followed by a hard copy to the Securities Administrator within 10 calendar days,
signed by an authorized officer of the Securities Administrator, the Trustee,
the Custodian, the Servicing Function Participant or the Servicer, as
applicable, on assessment of compliance with, at a minimum, the Relevant
Servicing Criteria that contains:

            (i) a statement by such party of its responsibility for assessing
      compliance with the Servicing Criteria applicable to it;

            (ii) a statement that such party used the Servicing Criteria
      applicable to it to assess compliance with the Servicing Criteria;

            (iii) such party's assessment of compliance with the Servicing
      Criteria applicable to it as of and for the preceding fiscal year,
      including, if there had been any material instance of noncompliance with
      the Servicing Criteria applicable to it, identifying each such failure and
      the nature and status thereof; and

            (iv) a statement that a registered public accounting firm has issued
      an attestation report on such party's assessment of compliance with the
      Servicing Criteria applicable to it as of and for the preceding fiscal
      year.

            No later than 30 days following the end of each fiscal year, the
Securities Administrator shall forward to the Depositor the name of each
Servicing Function Participant engaged by it and what Relevant Servicing
Criteria will be addressed in the report on assessment of compliance prepared by
such Servicing Function Participant. When the Securities Administrator submits
its assessments to the Depositor, it will also at such time include the
assessment (and attestation pursuant to Section 3.20(b)) of each Servicing
Function Participant engaged by it.

            No later than 30 days following the end of each fiscal year, each of
the Servicer, the Trustee and the Custodian (so long as the Custodian is not the
Securities Administrator) shall forward to the Securities Administrator the name
of each Servicing Function Participant engaged by it and what Relevant Servicing
Criteria will be addressed in the report on assessment of compliance prepared by
such Servicing Function Participant. When the Servicer, the Trustee, the
Servicer and the Custodian (so long as the Custodian is not the Securities
Administrator) submit their assessments to the Securities Administrator, each
such party will also at such time include the assessment (and attestation
pursuant to Section 3.20(b)) of each Servicing Function Participant engaged by
it.

            The Securities Administrator shall confirm that the assessments
address the Relevant Servicing Criteria for each party as set forth on Exhibit S
and shall notify the Depositor of any exceptions and deliver the assessment of
compliance containing such exceptions. Promptly after receipt of each such
report on assessment of compliance, the Depositor shall review each such report
and, if applicable, consult with the Securities Administrator, the Trustee, the
Custodian, the Servicer and any Servicing Function Participant as to the nature
of any material instance of noncompliance with the Relevant Servicing Criteria
by the Securities Administrator, the Trustee, the Custodian, the Servicer or any
Servicing Function Participant engaged by such parties.

            (b) The Securities Administrator, at its own expense, shall cause a
registered public accounting firm which is a member of the Institute of
Certified Public Accountants to furnish to the Depositor, and each of the
Trustee, the Servicer and the Custodian at their own expense, shall cause, and
shall cause any Servicing Function Participant engaged by any such party, at
such party's expense, to cause a registered public accounting firm which is a
member of the Institute of Certified Public Accountants to furnish to the
Securities Administrator, not later than March 5 of each year, or if such day is
not a Business Day, the next Business Day (with a 10 calendar day cure period,
but in no event later than March 15), commencing in March 200 , an electronic
report (with a hard copy to follow within 10 calendar days) to the effect that
(i) it has obtained a representation regarding certain matters from the
management of such party, which includes an assertion that such party has
complied with the Relevant Servicing Criteria, and (ii) on the basis of an
examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the Public Company Accounting Oversight Board,
it is expressing an opinion as to whether such party's assessment of compliance
with the Relevant Servicing Criteria was fairly stated in all material respects,
or it cannot express an overall opinion regarding such party's assessment of
compliance with the Relevant Servicing Criteria. In the event that an overall
opinion cannot be expressed, such registered public accounting firm shall state
in such report why it was unable to express such an opinion. Such report must be
available for general use and not contain restricted use language. If requested
by the Securities Administrator or the Depositor, such report shall contain or
be accompanied by a consent of such accounting firm to inclusion or
incorporation of such report in the Depositor's Registration Statement on Form
S-3 relating to the Certificates and the Trust's Form 10-K.

            Promptly after receipt of such report from the Securities
Administrator, the Depositor shall review the report and, if applicable, consult
with the Securities Administrator if any such report (i) states that the party's
assessment of compliance was not fairly stated in a material respect or (ii) is
unable to state an overall opinion.

            Promptly after receipt of such report from the Trustee, the
Custodian, the Servicer or any Servicing Function Participant engaged by such
parties, the Securities Administrator shall review the report and shall promptly
notify the Depositor if any such report (i) states that the party's assessment
of compliance was not fairly stated in a material respect or (ii) is unable to
state an overall opinion and the Depositor shall promptly review each such
report and the Depositor and the Securities Administrator shall consult with the
parties to which such report relates.

            (c) The Securities Administrator shall make available any report
from the Securities Administrator, the Trustee, the Custodian, the Servicer, or
any Servicing Function Participant furnished pursuant to Section 3.19 and this
Section 3.20, as well as any documents incorporated by reference into the
Prospectus (to the extent such documents are either in its possession or have
been filed with the Commission), to any Certificateholder requesting such
information.

            Section 3.21 Access to Certain Documentation and Information
Regarding the Mortgage Loans. The Servicer shall provide to the Trustee, the
Securities Administrator, Certificateholders that are federally insured savings
and loan associations, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of each of the foregoing (which, in the case of
supervisory agents and examiners, may be required by applicable state and
federal regulations) access to the available documentation regarding the
Mortgage Loans, such access being afforded without charge but only upon
reasonable advance request and during normal business hours at the offices of
the Servicer designated by it.

            Upon request, the Servicer shall furnish to the Securities
Administrator its most recent financial statements and such other information
relating to the Servicer's capacity to perform its obligations under this
Agreement as it possesses. The Securities Administrator shall deliver such
financial statements to the Depositor and the Trustee immediately upon receipt.
To the extent such information is not otherwise available to the public, the
Depositor, the Securities Administrator and the Trustee shall not disseminate
any information obtained pursuant to the preceding sentence without the
Servicer's written consent, except as required pursuant to this Agreement or to
the extent that it is appropriate to do so (i) in working with legal counsel,
auditors, taxing authorities or other governmental agencies or (ii) pursuant to
any law, rule, regulation, order, judgment, writ, injunction or decree of any
court or governmental authority having jurisdiction over the Depositor and the
Trustee or the Trust Fund, and in any case, each of the Depositor, the
Securities Administrator or the Trustee, as the case may be, shall use its best
efforts to assure the confidentiality of any such disseminated non-public
information.

            Section 3.22 Obligations of the Servicer in Respect of Compensating
Interest. With respect to each Distribution Date, not later than the close of
business on the related Servicer Remittance Date, the Servicer shall deliver to
the Securities Administrator for deposit in the Distribution Account an amount
("Compensating Interest") equal to the lesser of (A) the aggregate of the
Prepayment Interest Shortfalls on the Mortgage Loans for such Distribution Date
resulting from Principal Prepayments on the Mortgage Loans during the related
Prepayment Period and (B) its aggregate Servicing Fee received in the related
Collection Period. The Servicer shall apply Compensating Interest to offset any
Prepayment Interest Shortfalls attributable to Principal Prepayments in full on
the Mortgage Loans. The Servicer shall not have the right to reimbursement for
any amounts remitted to the Securities Administrator in respect of Compensating
Interest. Such amounts so remitted shall be included in the Available Funds and
distributed therewith on the next Distribution Date.

            Section 3.23 Investment of Funds in the Collection Account and the
Distribution Account. (a) The Servicer may direct in writing any depository
institution maintaining the Collection Account and the Securities Administrator
may direct in writing any depository institution maintaining the Distribution
Account (for purposes of this Section 3.23, each an "Investment Account"), to
invest the funds in such Investment Account in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the Securities Administrator is the obligor thereon, and
(ii) no later than the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if the Securities Administrator is
the obligor thereon. All such Permitted Investments shall be held to maturity,
unless payable on demand. Any investment of funds in an Investment Account shall
be made in the name of the Securities Administrator or the Servicer, as
applicable (in its capacity as such) or in the name of a nominee of the same.
The Servicer or the Securities Administrator, as applicable, shall be entitled
to sole possession over each such investment and the income thereon, and any
certificate or other instrument evidencing any such investment shall be
delivered directly to the Securities Administrator or its agent, together with
any document of transfer necessary to transfer title to such investment to the
Securities Administrator or its nominee. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Servicer or the Securities Administrator:

                  (x)   consistent with any notice required to be given
                        thereunder, demand that payment thereon be made on the
                        last day such Permitted Investment may otherwise mature
                        hereunder in an amount equal to the lesser of (1) all
                        amounts then payable thereunder and (2) the amount
                        required to be withdrawn on such date; and

                  (y)  demand payment of all amounts due thereunder promptly
                       upon determination by a Responsible Officer of the
                       Securities Administrator that such Permitted Investment
                       would not constitute a Permitted Investment in respect of
                       funds thereafter on deposit in the Investment Account.

            (b) All income and gain realized from the investment of funds in the
Collection Account shall be for the benefit of the Servicer. The Servicer shall
deposit in the Collection Account the amount of any loss incurred in respect of
any such Permitted Investment made with funds in such account immediately upon
realization of such loss. All income and gain realized from the investment of
funds in the Distribution Account shall be for the benefit of the Securities
Administrator. The Securities Administrator shall deposit in the Distribution
Account the amount of any loss incurred on Permitted Investments in the
Distribution Account.

            (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default occurs in any other performance required under any Permitted
Investment, the Securities Administrator may and, subject to Section 8.01 and
Section 8.02(a)(v), upon the request of the Holders of Certificates representing
more than 50% of the Voting Rights allocated to any Class of Certificates, shall
take such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.

            Section 3.24 Liability of Servicer; Indemnification. (a) Subject to
clause (b) below and Section 6.03, the Servicer (except the Securities
Administrator if it is required to succeed the Servicer hereunder) indemnifies
and holds the Trustee, the Securities Administrator and the Depositor (and their
respective officers, directors and Affiliates) and each Certificateholder
harmless against any and all claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees
and expenses that the Trustee, the Securities Administrator, the Depositor and
any Certificateholder may sustain in any way related to the failure of the
Servicer to perform its duties hereunder and service the Mortgage Loans in
compliance with the Servicing Standards, including, but not limited to the
Servicer's obligation to deliver any information, report, certification,
accountants' letter or other material required to comply with Regulation AB or
(b) any material breach by the Servicer of any of the representations and
warranties contained in Section 2.05. The Servicer shall immediately notify the
Trustee, the Securities Administrator, the Depositor and each Certificateholder
if a claim is made that may result in such claims, losses, penalties, fines,
forfeitures, legal fees or related costs, judgments, or any other costs, fees
and expenses, and the Servicer shall assume (with the consent of such party or
parties who are the subject of any such claim) the defense of any such claim and
pay all expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against the Servicer, the Trustee, the Securities Administrator, the Depositor
and/or Certificateholder in respect of such claim. The provisions of this
Section 3.24 shall survive the termination of this Agreement and the payment of
the outstanding Certificates.

            (b) None of the Depositor, the Servicer, or any of the directors,
officers, employees or agents of the Depositor or the Servicer shall be under
any liability to the Trust Fund or the Certificateholders for any action taken,
or for refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor or the Servicer or any such Person against any
breach of warranties or representations made herein, or against any specific
liability imposed on the Servicer for a breach of the Servicing Standard, or
against any liability which would otherwise be imposed by reason of its
respective willful misfeasance, bad faith, fraud or negligence in the
performance of its duties or by reasons of negligent disregard of its respective
obligations or duties hereunder.

            The Depositor, the Servicer and any director, officer, employee or
agent of the Depositor or the Servicer, may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any
appropriate Person with respect to any matters arising hereunder. The Depositor,
the Servicer and any director, officer, employee or agent of the Depositor or
the Servicer shall be indemnified and held harmless by the Trust Fund against
any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense incurred in connection with any legal action incurred by reason of
its respective misfeasance, bad faith, fraud or negligence, a breach of a
representation or warranty hereunder or (in the case of the Servicer) a breach
of the Servicing Standard in the performance of its respective duties or by
reason of negligent disregard of its respective obligations or duties hereunder.
Neither the Depositor nor the Servicer shall be under any obligation to appear
in, prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and in its opinion does not expose it to
any expense or liability; provided, however, that each of the Depositor and the
Servicer may in its discretion undertake any action related to its obligations
hereunder which it may deem necessary or desirable with respect to this
Agreement and the rights and duties of the parties hereto and the interests of
the Certificateholders hereunder. The Servicer's right to indemnity or
reimbursement pursuant to this Section shall survive any resignation or
termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any
losses, expenses, costs or liabilities arising prior to such resignation or
termination (or arising from events that occurred prior to such resignation or
termination). In such event, unless the Depositor or the Servicer acts without
the consent of Holders of Certificates entitled to at least 51% of the Voting
Rights, the legal expenses and costs of such action and any liability resulting
therefrom (except any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder) shall be expenses, costs and liabilities of the Trust Fund, and the
Depositor and the Servicer shall be entitled to be reimbursed therefor from the
Collection Account as and to the extent provided in Section 3.05, any such right
of reimbursement being prior to the rights of the Certificateholders to receive
any amount in the Collection Account.

            Section 3.25 Reports of Foreclosure and Abandonment of Mortgaged
Properties. On or before April 30 of each year beginning in 200 , the Servicer
shall file the reports of foreclosure and abandonment of any Mortgaged Property
required by Section 6050J of the Code with the Internal Revenue Service and
provide an Officer's Certificate certifying its compliance with this Section
3.25 to the Trustee. The reports from the Servicer shall be in form and
substance sufficient to meet the reporting requirements imposed by such Section
6050J.

            Section 3.26 Limitation of Liability of the Credit Risk Manager.

            Neither the Credit Risk Manager, nor any of the directors, officers,
employees or agents of the Credit Risk Manager, shall be under any liability to
the Trustee, the Securities Administrator, the Certificateholders or the
Depositor for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, in reliance upon information provided
by the Servicer under the Credit Risk Management Agreement or for errors in
judgment; provided, however, that this provision shall not protect the Credit
Risk Manager or any such person against liability that would otherwise be
imposed by reason of willful malfeasance, bad faith or gross negligence in its
performance of its duties or by reason of reckless disregard for its obligations
and duties under this Agreement or the applicable Credit Risk Management
Agreement. The Credit Risk Manager and any director, officer, employee or agent
of the Credit Risk Manager may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder, and may rely in good faith upon the accuracy of information
furnished by the Servicer pursuant to the applicable Credit Risk Management
Agreement in the performance of its duties thereunder and hereunder.

            Section 3.27 No Personal Solicitation. From and after the Closing
Date, the Servicer agrees that it will not take any action or permit or cause
any action to be taken by any of its agents and Affiliates, or by any
independent contractors or independent mortgage brokerage companies on the
Servicer's behalf, to personally, by telephone, mail or electronic mail, solicit
the Mortgagor under any Mortgage Loan for the purpose of refinancing such
Mortgage Loan; provided, that the Servicer may solicit any Mortgagor for whom
the Servicer has received a request for verification of mortgage, a request for
demand for payoff, a mortgagor initiated written or verbal communication
indicating a desire to prepay the related Mortgage Loan, or the mortgagor
initiates a title search; provided, further, it is understood and agreed that
promotions undertaken by the Servicer or any of its Affiliates which (i) concern
optional insurance products or other additional products or (ii) are directed to
the general public at large, including, without limitation, mass mailings based
on commercially acquired mailing lists, newspaper, radio and television
advertisements shall not constitute solicitation under this Section, nor is the
Servicer prohibited from responding to unsolicited requests or inquiries made by
a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer shall be
permitted to include in its monthly statements to borrowers or otherwise,
statements regarding the availability of the Servicer's counseling services with
respect to refinancing mortgage loans.

            Section 3.28 Exchange Act Reports.

            (a) Within 15 days after each Distribution Date, the Securities
Administrator shall prepare, an authorized officer of the Securities
Administrator shall sign, and the Securities Administrator shall file with the
Commission, on behalf of the Trust, any Form 10-D required by the Exchange Act,
in form and substance as required by the Exchange Act. The Securities
Administrator shall file each Form 10-D with a copy of the related Distribution
Date Statement attached thereto. Any disclosure in addition to the Distribution
Date Statement that is required to be included on Form 10-D ("Additional Form
10-D Disclosure") shall be reported by the parties set forth on Exhibit T and
directed and approved by the Depositor, and the Securities Administrator will
have no duty or liability for any failure hereunder to determine or prepare any
Additional Form 10-D Disclosure (other than with respect to itself) absent such
reporting, direction and approval. If a Form 10-D cannot be filed on time or if
a previously filed Form 10-D needs to be amended, the Securities Administrator
will follow the procedures set forth in Section 3.28(d). Promptly (but no later
than 1 Business Day) after filing with the Commission, the Securities
Administrator will make available on its internet website a final executed copy
of each Form 10-D.

            For so long as the Trust is subject to the Exchange Act reporting
requirements, within five (5) calendar days after the related Distribution Date,
the parties identified on Exhibit T shall (i) provide to the Securities
Administrator and the Depositor, to the extent known by a Responsible Officer,
in EDGAR-compatible format, or in such other format as otherwise agreed upon by
the Securities Administrator and such party, the form and substance of any
Additional Form 10-D Disclosure, if applicable and (ii) include with such
Additional Form 10-D Disclosure, an Additional Disclosure Notification in the
form attached hereto as Exhibit W, and the Depositor will approve, as to form
and substance, or disapprove, as the case may be, the inclusion of the
Additional Form 10-D Disclosure on Form 10-D. The Securities Administrator has
no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit T of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-D Disclosure. After
preparing the Form 10-D, if the Form 10-D contains any Additional Form 10-D
Disclosure, the Securities Administrator shall forward electronically a draft
copy of the Form 10-D to the Depositor for review. Each party to this Agreement
acknowledges that the performance by the Securities Administrator of its duties
under this Section 3.28(a) relating to the timely preparation and filing of Form
10-D is contingent upon such parties strictly observing all applicable deadlines
in the performance of their duties under this Section 3.28(a). The Securities
Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare and/or timely
file such Form 10-D, where such failure results from the Securities
Administrator's inability or failure to receive, on a timely basis, any
information from any other party hereto or the Custodian, needed to prepare,
arrange for execution or file such Form 10-D, not resulting from its own
negligence, bad faith or willful misconduct. The Depositor will be responsible
for any reasonable fees assessed and expenses incurred by the Securities
Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.

            (b) Within 90 days after the end of each fiscal year of the Trust or
such earlier date as may be required by the Exchange Act (it being understood
that the fiscal year for the Trust ends on December 31st of each year),
commencing in March 200 (the "Form 10-K Filing Deadline"), the Securities
Administrator shall prepare and the Securities Administrator shall file with the
Commission, on behalf of the Trust, a Form 10-K, in form and substance as
required by the Exchange Act. Each such Form 10-K shall include the following
items, in each case to the extent they have been delivered to the Securities
Administrator within the applicable timeframes set forth in this Agreement or
the Custodial Agreement:

            (i) an annual compliance statement for the Securities Administrator,
      the Servicer and any Additional Servicer, as described under Section 3.19;

            (ii) (A) the annual reports on assessment of compliance with
      servicing criteria for the Securities Administrator, the Trustee, the
      Servicer, the Custodian, and each Servicing Function Participant, as
      described under Section 3.20(a), and (B) if any party's report on
      assessment of compliance with Servicing Criteria described under Section
      3.20(a) identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any party's report on
      assessment of compliance with servicing criteria described under Section
      3.20(a) is not included as an exhibit to such Form 10-K, disclosure that
      such report is not included and an explanation of why such report is not
      included;

            (iii) (A) the registered public accounting firm attestation report
      for each of the Securities Administrator, the Trustee, the Servicer, the
      Custodian, and each Servicing Function Participant, as described under
      Section 3.20(b), and (B) if any registered public accounting firm
      attestation report described under Section 3.20(b) identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K,
      disclosure that such report is not included and an explanation of why such
      report is not included; and

            (iv) the Sarbanes-Oxley Certification.

            Any disclosure or information in addition to (i) through (iv) above
that is required to be included on Form 10-K ("Additional Form 10-K Disclosure")
shall, pursuant to the paragraph immediately below, be reported by the parties
set forth on Exhibit U and directed and approved by the Depositor, and the
Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Additional Form 10-K Disclosure (other
than with respect to itself) absent such reporting, direction and approval. If a
Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be
amended, the Securities Administrator will follow the procedures set forth in
Section 3.28(d). Promptly (but no later than 1 Business Day) after filing with
the Commission, the Securities Administrator will make available on its internet
website a final executed copy of each Form 10-K.

            No later than March 5 (with a 10 calendar day cure period, but in no
event later than March 15) of each year that the Trust is subject to the
Exchange Act reporting requirements, commencing in March 200 , (i) the parties
identified on Exhibit U shall provide to the Securities Administrator and the
Depositor, to the extent known by a Responsible Officer, in EDGAR-compatible
format, or in such other format as otherwise agreed upon by the Securities
Administrator and such party, the form and substance of any Additional Form 10-K
Disclosure, if applicable, and (ii) the parties identified on Exhibit U shall
include with such Additional Form 10-K Disclosure, an Additional Disclosure
Notification in the form attached hereto as Exhibit W, and the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Securities
Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit U of their duties under this
paragraph or proactively solicit or procure from such parties any Additional
Form 10-K Disclosure information. The Depositor will be responsible for any
reasonable fees and expenses assessed or incurred by the Securities
Administrator in connection with including any Additional Form 10-K Disclosure
on Form 10-K pursuant to this paragraph.

            After preparing the Form 10-K, no later than the close of business
on the seventh Business Day prior to the Form 10-K Filing Deadline, the
Securities Administrator shall forward electronically a draft copy of the Form
10-K to the Depositor and the Servicer for review. No later than the close of
business on the third Business Day prior to the Form 10-K Filing Deadline, a
senior officer of the Servicer in charge of the servicing function shall sign
the Form 10-K and return an electronic or fax copy of such signed Form 10-K,
together with a signed copy of the certification in the form attached hereto as
Exhibit O or in such other form as may be required by Rules 13a-14 and 15d-14
under the Exchange Act, as applicable, and any directives or interpretations
thereof by the Commission (the "Sarbanes-Oxley Certification") and required to
be included with each Form 10-K (with an original executed hard copy of each to
follow by overnight mail) to the Securities Administrator.

            Each party to this Agreement acknowledges that the performance by
the Securities Administrator of its duties under this Section 3.28(b) relating
to the timely preparation and filing of Form 10-K is contingent upon such
parties strictly observing all applicable timeframes in the performance of their
duties under Sections 3.19, 3.20 or this Section 3.28(b). The Securities
Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare and/or timely
file such Form 10-K, where such failure results from the Securities
Administrator's inability or failure to obtain or receive, on a timely basis,
any information from any other party hereto or the Custodian needed to prepare,
arrange for execution or file such Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.

            (c) Within four (4) Business Days after the occurrence of an event
requiring disclosure on Form 8-K (each such event, a "Reportable Event"), and if
directed by the Depositor, the Securities Administrator shall prepare, an
authorized officer of the Securities Administrator shall sign, and the
Securities Administrator shall file with the Commission, on behalf of the Trust,
any Form 8-K, as required by the Exchange Act, provided that the Depositor shall
prepare and file the initial Form 8-K in connection with the issuance of the
Certificates. Any disclosure or information related to a Reportable Event or
that is otherwise required to be included on Form 8-K ("Form 8-K Disclosure
Information") shall, pursuant to the paragraph immediately below, be reported by
the parties set forth on Exhibit V and directed and approved by the Depositor,
and the Securities Administrator will have no duty or liability for any failure
hereunder to determine or prepare any Form 8-K Disclosure Information (other
than with respect to itself) absent such reporting, direction and approval. If a
Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be
amended, the Securities Administrator will follow the procedures set forth in
Section 3.28(d). Promptly (but no later than 1 Business Day) after filing with
the Commission, the Securities Administrator will, make available on its
internet website a final executed copy of each Form 8-K.

            For so long as the Trust is subject to the Exchange Act reporting
requirements, no later than the end of business on the second Business Day after
the occurrence of a Reportable Event (i) the parties identified on Exhibit V
shall provide to the Securities Administrator and the Depositor, to the extent
known by a Responsible Officer, in EDGAR-compatible form, or in such other form
as otherwise agreed upon by the Securities Administrator and such party, the
form and substance of any Form 8-K Disclosure Information, if applicable, and
(ii) the parties identified on Exhibit V shall include with such Additional Form
8-K Disclosure, an Additional Disclosure Notification in the form attached
hereto as Exhibit W and the Depositor will approve, as to form and substance, or
disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. The Securities Administrator has no duty under this
Agreement to monitor or enforce the performance by the parties listed on Exhibit
V of their duties under this paragraph or proactively solicit or procure from
such parties any Form 8-K Disclosure Information. The Depositor will be
responsible for any reasonable fees and expenses assessed or incurred by the
Securities Administrator in connection with including any Form 8-K Disclosure
Information on Form 8-K pursuant to this paragraph.

            After preparing the Form 8-K, the Securities Administrator shall
forward electronically a draft copy of the Form 8-K to the Depositor for review.
Each party to this Agreement acknowledges that the performance by the Securities
Administrator of its duties under this Section 3.28(c) relating to the timely
preparation and filing of Form 8-K is contingent upon such party strictly
observing all applicable timeframes in the performance of its duties under this
Section 3.28(c). The Securities Administrator shall have no liability for any
loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare and/or timely file such Form 8-K, where such failure results
from the Securities Administrator's inability or failure to obtain or receive,
on a timely basis, any information from any other party hereto or the Custodian
needed to prepare, arrange for execution or file such Form 8-K, not resulting
from its own negligence, bad faith or willful misconduct.

            (d) In the event that the Securities Administrator is unable to
timely file with the Commission all or any required portion of any Form 8-K,
10-D or 10-K required to be filed by this Agreement because required disclosure
information was either not delivered to it or delivered to it after the delivery
deadlines set forth in this Agreement or for any other reason, the Securities
Administrator will promptly notify the Depositor and, in the case of Form 10-D
or 10-K, the Depositor, the Servicer and the Securities Administrator will
cooperate to prepare and file a Form 12b-25 pursuant to Rule 12b-25 of the
Exchange Act. Any Form 12b-25 relating to a Form 10-K shall be signed by a
senior officer of the Servicer and any Form 12b-25 relating to a Form 10-D shall
be signed by a senior officer of the Securities Administrator. Within five days
following the due date of any Form 10-D as to which it has filed a Form 12b-25,
the Securities Administrator shall prepare, sign and file the related Form 10-D.
Within 15 days following the due date of any Form 10-K as to which it has filed
a Form 12b-25, the Securities Administrator shall prepare, cause the Servicer to
sign and file the related Form 10-K. In the case of Form 8-K, the Securities
Administrator will, upon receipt of all required Form 8-K Disclosure Information
and at the direction of the Depositor, include such disclosure information on
the next Form 10-D. In the event that any previously filed Form 8-K, 10-D or
10-K needs to be amended, the Securities Administrator will notify the Depositor
and each party whose cooperation is required in connection with the preparation
of such amendment; provided however that such notice shall not be required in
connection with an amendment to Form 10-D due to a revision made to any
Distribution Date Statement. Any amendment to Form 10-D or Form 8-K shall be
signed by a senior officer of the Securities Administrator and any amendment to
the Form 10-K shall be signed by a senior officer of the Servicer. The parties
to this Agreement acknowledge that the performance by the Securities
Administrator of its duties under this Section 3.28(d) related to the timely
preparation and filing of a Form 12b-25 or any amendment to Form 8-K, 10-D or
10-K is contingent upon each such party performing its duties under this
Section. The Securities Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K,
10-D or 10-K, where such failure results from the Securities Administrator's
inability or failure to obtain or receive, on a timely basis, any information
from any other party hereto or the Custodian needed to prepare, arrange for
execution or file such Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K,
not resulting from its own negligence, bad faith or willful misconduct.

            (e) Not later than 15 calendar days before the date on which the
Form 10-K is required to be filed in accordance with the Exchange Act and the
rules and regulations of the Commission (or, if such day is not a Business Day,
the immediately preceding Business Day), the Securities Administrator shall sign
and deliver to the Servicer a certification in the form attached hereto as
Exhibit P (the "Securities Administrator's Certification") for the benefit of
the Servicer and its officers, directors and Affiliates as to items 1 through 3
of the Sarbanes-Oxley Certification; provided, however, that the Securities
Administrator shall not undertake an analysis of the accountant's report
attached as an exhibit to the Form 10-K. In addition, the Securities
Administrator shall indemnify and hold harmless the Servicer and each Person, if
any, who "controls" the Servicer within the meaning of the 1933 Act and its
officers, directors and Affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon a
breach of the Securities Administrator's obligations under this Section 3.28(e)
or the Securities Administrator's negligence, bad faith or willful misconduct in
connection therewith or any inaccuracy in the Securities Administrator's
Certification. If the indemnification provided for in this Section 3.28(e) is
unavailable or insufficient to hold harmless such Persons, then the Securities
Administrator shall contribute to the amount paid or payable by such Persons as
a result of the losses, claims, damages or liabilities of such Persons in such
proportion as is appropriate to reflect the relative fault of the Depositor or
the Servicer on the one hand and the Securities Administrator on the other. The
Securities Administrator acknowledges that the Servicer is relying on the
Securities Administrator's performance of its obligations under this Section
3.28(e) in order to perform its obligations under Section 3.28(b) above.

            (f) On or prior to January 30 of the first year in which the
Securities Administrator is able to do so under applicable law, the Securities
Administrator shall prepare, an authorized officer of the Securities
Administrator shall sign, and the Securities Administrator shall file with the
Commission, on behalf of the Trust, a Form 15 relating to the automatic
suspension of reporting in respect of the Trust under the Exchange Act. At the
beginning of any year after the filing of a Form 15, if the number of
Certificateholders of record exceeds the number set forth in Section 15(d) of
the Exchange Act or the regulations promulgated pursuant thereto which would
cause the Trust to again become subject to the reporting requirements of the
Exchange Act, the Securities Administrator shall recommence preparing and filing
reports on Form 10-D, 10-K and 8-K as required pursuant to this Section and the
parties hereto, the Trustee and the Custodian will again have the obligations
set forth in paragraphs (a) through (d) of this Section.

            (g) To the extent the Securities Administrator is obligated to give
any notice to the Depositor pursuant to this Section 3.28, such notice may,
notwithstanding the provisions of Section 11.05 in this Agreement, be delivered
via facsimile to 301-816-8152 or via electronic mail to
Structuredfinance-frederick@wellsfargo.com


                                   ARTICLE IV

                                  FLOW OF FUNDS

            Section 4.01 Interest Distributions. On each Distribution Date, the
Securities Administrator shall withdraw from the Distribution Account the
Interest Remittance Amount and apply it in the following order of priority
(based upon the Mortgage Loan information provided to it in the Remittance
Report, upon which the Securities Administrator may conclusively rely), and the
calculations required to be made by the Securities Administrator, to the extent
available:

            (i) to the Credit Risk Manager, the Credit Risk Manager Fee for such
      Distribution Date;

            (ii) concurrently, as follows:

                  (A) concurrently, from the Group I Interest Remittance Amount,
            to the Class AI-1A and Class AI-1B Certificates, pro rata (based on
            the Accrued Certificate Interest for each such Class), the
            applicable Accrued Certificate Interest thereon for such
            Distribution Date; and

                  (B) concurrently, from the Group II Interest Remittance
            Amount, to the Class AII-1, Class AII-2 and Class AII-3
            Certificates, pro rata (based on the Accrued Certificate Interest
            for each such Class), the applicable Accrued Certificate Interest
            thereon for such Distribution Date;

            (iii) concurrently, as follows:

                  (A) concurrently, from the Group I Interest Remittance Amount,
            to the Class AI-1A and Class AI-1B Certificates, pro rata (based on
            the Interest Carry Forward Amount for each such Class), the
            applicable Interest Carry Forward Amount thereon for such
            Distribution Date; and

                  (B) concurrently, from the Group II Interest Remittance
            Amount, to the Class AII-1, Class AII-2 and Class AII-3
            Certificates, pro rata (based on the Interest Carry Forward Amount
            for each such Class), the applicable Interest Carry Forward Amount
            thereon for such Distribution Date;

            (iv) concurrently, as follows:

                  (A) from the Group I Interest Remittance Amount, to the Class
            AII-1, Class AII-2 and Class AII-3 Certificates, pro rata (based on
            the Accrued Certificate Interest for each such Class), any Accrued
            Certificate Interest for such Classes for such Distribution Date, to
            the extent not distributed pursuant to clause (ii) above; and

                  (B) concurrently, from the Group II Interest Remittance
            Amount, to the Class AI-1A and Class AI-1B Certificates, pro rata
            (based on the Accrued Certificate Interest for each such Class), any
            Accrued Certificate Interest for such Classes for such Distribution
            Date, to the extent not distributed pursuant to clause (ii) above;
            and

            (v) concurrently, as follows:

                  (A) from the Group I Interest Remittance Amount, to the Class
            AII-1, Class AII-2 and Class AII-3 Certificates, pro rata (based on
            the Interest Carry Forward Amount for each such Class), any Interest
            Carry Forward Amount for such Classes for such Distribution Date, to
            the extent not distributed pursuant to clause (iii) above; and

                  (B) concurrently, from the Group II Interest Remittance
            Amount, to the Class AI-1A and Class AI-1B Certificates, pro rata
            (based on the Interest Carry Forward Amount for each such Class),
            any Interest Carry Forward Amount for such Classes for such
            Distribution Date, to the extent not distributed pursuant to clause
            (iii) above;

            (vi) to the Class M-1 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date;

            (vii) to the Class M-2 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date;

            (viii) to the Class M-3 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date;

            (ix) to the Class M-4 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date;

            (x) to the Class M-5 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date;

            (xi) to the Class M-6 Certificates, the Accrued Certificate Interest
      thereon for such Distribution Date;

            (xii) to the Class M-7 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date;

            (xiii) to the Class M-8 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date;

            (xiv) to the Class M-9 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date;

            (xv) to the Class M-10 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date;

            (xvi) to the Class M-11 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date;

            (xvii) to the Class M-12 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date; and

            (xviii) to the Class M-13 Certificates, the Accrued Certificate
      Interest thereon for such Distribution Date.

            Section 4.02 Distributions of Principal and Monthly Excess Cashflow
Amounts. (a) On each Distribution Date, the Securities Administrator shall make
the following distributions in the following order of priority (based upon the
Mortgage Loan information provided to it in the Remittance Report and the
calculations required to be made by the Securities Administrator), to the extent
of the Principal Distribution Amount:

            (i) before the Stepdown Date or with respect to which a Trigger
      Event is in effect, sequentially, as follows:

            first, concurrently, as follows:

                  (i) the Group I Principal Distribution Amount, (a) with
            respect to each Distribution Date on which a Sequential Trigger
            Event is not in effect, concurrently, to the Class AI-1A and Class
            AI-1B Certificates, pro rata, and (b) with respect to each
            Distribution Date on which a Sequential Trigger Event is in effect,
            sequentially, to the Class AI-1A and Class AI-1B Certificates; and

                  (ii) the Group II Principal Distribution Amount, (a) with
            respect to each Distribution Date prior to the Subordination
            Depletion Date, sequentially, to the Class AII-1, Class AII-2 and
            Class AII-3 Certificates and (b) with respect to each Distribution
            Date on or after the Subordination Depletion Date, concurrently, to
            the Class AII-1, Class AII-2 and Class AII-3 Certificates, pro rata;

            second, concurrently, as follows:

                  (i) the Group I Principal Distribution Amount remaining after
            priority first (i) above, (a) with respect to each Distribution Date
            prior to the Subordination Depletion Date, sequentially, to the
            Class AII-1, Class AII-2 and Class AII-3 Certificates and (b) with
            respect to each Distribution Date on or after the Subordination
            Depletion Date, concurrently, to the Class AII-1, Class AII-2 and
            Class AII-3 Certificates, pro rata; and

                  (ii) the Group II Principal Distribution Amount remaining
            after priority first (ii) above, (a) with respect to each
            Distribution Date on which a Sequential Trigger Event is not in
            effect, concurrently, to the Class AI-1A and Class AI-1B
            Certificates, pro rata, and (b) with respect to each Distribution
            Date on which a Sequential Trigger Event is in effect, sequentially,
            to the Class AI-1A and Class AI-1B Certificates;

            third, sequentially, to the Class M-1, Class M-2, Class M-3, Class
      M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10,
      Class M-11, Class M-12 and Class M-13 Certificates; and

            fourth, any remaining Principal Distribution Amount will be
      distributed as part of the Monthly Excess Cashflow Amount as set forth in
      Section 4.02(b).

            (ii) on or after the Stepdown Date and as long as a Trigger Event is
      not in effect:

            first, concurrently, as follows:

                  (i) from the Group I Principal Distribution Amount, (a) with
            respect to each Distribution Date on which a Sequential Trigger
            Event is not in effect, concurrently, to the Class AI-1A and Class
            AI-1B Certificates, pro rata, up to an amount equal to the Group I
            Senior Principal Distribution Amount and (b) with respect to any
            Distribution Date on which a Sequential Trigger Event is in effect,
            sequentially, to the Class AI-1A and Class AI-1B Certificates up to
            an amount equal to the Group I Senior Principal Distribution Amount;
            and

                  (ii) from the Group II Principal Distribution Amount, (a) with
            respect to each Distribution Date prior to the Subordination
            Depletion Date, sequentially, to the Class AII-1, Class AII-2 and
            Class AII-3 Certificates, up to an amount equal to the Group II
            Senior Principal Distribution Amount and (b) with respect to each
            Distribution Date on or after the Subordination Depletion Date,
            concurrently, to the Class AII-1, Class AII-2 and Class AII-3
            Certificates, pro rata, up to an amount equal to the Group II Senior
            Principal Distribution Amount;

            second, concurrently, as follows:

                  (i) the Group I Principal Distribution Amount remaining after
            priority first (i) above, up to an amount equal to the Group II
            Senior Principal Distribution Amount not paid pursuant to priority
            first (ii) above, (a) with respect to each Distribution Date prior
            to the Subordination Depletion Date, sequentially, to the Class
            AII-1, Class AII-2 and Class AII-3 Certificates, and (b) with
            respect to each Distribution Date on or after the Subordination
            Depletion Date, concurrently, to the Class AII-1, Class AII-2 and
            Class AII-3 Certificates, pro rata; and

                  (ii) the Group II Principal Distribution Amount remaining
            after priority first (ii) above, up to an amount equal to the Group
            I Senior Principal Distribution Amount not paid pursuant to priority
            first (i) above, (a) with respect to each Distribution Date on which
            a Sequential Trigger Event is not in effect, concurrently, to the
            Class AI-1A and Class AI-1B Certificates, pro rata, and (b) with
            respect to any Distribution Date on which a Sequential Trigger Event
            is in effect, sequentially, to the Class AI-1A and Class AI-1B
            Certificates;

            third, to the Class M-1 Certificates, up to the Class M-1 Principal
      Distribution Amount;

            fourth, to the Class M-2 Certificates, up to the Class M-2 Principal
      Distribution Amount;

            fifth, to the Class M-3 Certificates, up to the Class M-3 Principal
      Distribution Amount;

            sixth, to the Class M-4 Certificates, up to the Class M-4 Principal
      Distribution Amount;

            seventh, to the Class M-5 Certificates, up to the Class M-5
      Principal Distribution Amount;

            eighth, to the Class M-6 Certificates, up to the Class M-6 Principal
      Distribution Amount;

            ninth, to the Class M-7 Certificates, up to the Class M-7 Principal
      Distribution Amount;

            tenth, to the Class M-8 Certificates, up to the Class M-8 Principal
      Distribution Amount;

            eleventh, to the Class M-9 Certificates, up to the Class M-9
      Principal Distribution Amount;

            twelfth, to the Class M-10 Certificates, up to the Class M-10
      Principal Distribution Amount;

            thirteenth, to the Class M-11 Certificates, up to the Class M-11
      Principal Distribution Amount;

            fourteenth, to the Class M-12 Certificates, up to the Class M-12
      Principal Distribution Amount;

            fifteenth, to the Class M-13 Certificates, up to the Class M-13
      Principal Distribution Amount; and

            sixteenth, any remaining Principal Distribution Amount will be
      distributed as part of the Monthly Excess Cashflow Amount as set forth in
      Section 4.02(b).

            (b) On each Distribution Date, any Monthly Excess Cashflow Amount
remaining after distributions made pursuant to Section 4.02(f) on such
Distribution Date shall be distributed, to the extent available, in the
following order of priority on such Distribution Date:

            (i) to the Class A Certificates, pro rata, any remaining Accrued
      Certificate Interest for such Distribution Date;

            (ii) to the Class A Certificates, pro rata, any Interest Carry
      Forward Amounts for such Classes for such Distribution Date;

            (iii) to the Class M-1 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (iv) to the Class M-1 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (v) to the Class M-1 Certificates, any Class M-1 Realized Loss
      Amortization Amount for such Distribution Date;

            (vi) to the Class M-2 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (vii) to the Class M-2 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (viii) to the Class M-2 Certificates, any Class M-2 Realized Loss
      Amortization Amount for such Distribution Date;

            (ix) to the Class M-3 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (x) to the Class M-3 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xi) to the Class M-3 Certificates, any Class M-3 Realized Loss
      Amortization Amount for such Distribution Date;

            (xii) to the Class M-4 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xiii) to the Class M-4 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xiv) to the Class M-4 Certificates, any Class M-4 Realized Loss
      Amortization Amount for such Distribution Date;

            (xv) to the Class M-5 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xvi) to the Class M-5 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xvii) to the Class M-5 Certificates, any Class M-5 Realized Loss
      Amortization Amount for such Distribution Date;

            (xviii) to the Class M-6 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xix) to the Class M-6 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xx) to the Class M-6 Certificates, any Class M-6 Realized Loss
      Amortization Amount for such Distribution Date;

            (xxi) to the Class M-7 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xxii) to the Class M-7 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xxiii) to the Class M-7 Certificates, any Class M-7 Realized Loss
      Amortization Amount for such Distribution Date;

            (xxiv) to the Class M-8 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xxv) to the Class M-8 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xxvi) to the Class M-8 Certificates, any Class M-8 Realized Loss
      Amortization Amount for such Distribution Date;

            (xxvii) to the Class M-9 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xxviii) to the Class M-9 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xxix) to the Class M-9 Certificates, any Class M-9 Realized Loss
      Amortization Amount for such Distribution Date;

            (xxx) to the Class M-10 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xxxi) to the Class M-10 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xxxii) to the Class M-10 Certificates, any Class M-10 Realized Loss
      Amortization Amount for such Distribution Date;

            (xxxiii) to the Class M-11 Certificates, any remaining unpaid
      Accrued Certificate Interest for such Distribution Date;

            (xxxiv) to the Class M-11 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xxxv) to the Class M-11 Certificates, any Class M-11 Realized Loss
      Amortization Amount for such Distribution Date;

            (xxxvi) to the Class M-12 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xxxvii) to the Class M-12 Certificates, any remaining Interest
      Carry Forward Amount for such Distribution Date;

            (xxxviii) to the Class M-12 Certificates, any Class M-12 Realized
      Loss Amortization Amount for such Distribution Date;

            (xxxix) to the Class M-13 Certificates, any remaining unpaid Accrued
      Certificate Interest for such Distribution Date;

            (xl) to the Class M-13 Certificates, any remaining Interest Carry
      Forward Amount for such Distribution Date;

            (xli) to the Class M-13 Certificates, any Class M-13 Realized Loss
      Amortization Amount for such Distribution Date;

            (xlii) sequentially, as follows:

            (a) concurrently, to the Class A Certificates, pro rata (based on
      the outstanding Principal Balance of each such Class) any Cap Carryover
      Amount for such Class;

            (b) concurrently, to the Class A Certificates, pro rata (based on
      the remaining unpaid Cap Carryover Amount for each such Class after
      distributions pursuant to clause (xlii)(a) above) any remaining unpaid Cap
      Carryover Amount for such Class, after giving effect to any distributions
      pursuant to clause (xlii)(a) above; and

            (c) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
      Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class
      M-11, Class M-12 and Class M-13 Certificates, any Cap Carryover Amount for
      such Class, after giving effect to any amounts received from the Reserve
      Account pursuant to Section 3.04(g); and

            (xliii) to the Class CE Certificates, up to the Class CE
      Distributable Amount for such Distribution Date.

            On each Distribution Date, there shall be distributed to the Holder
of the Class R Certificate in respect of the Class R-1 Interest, any remaining
amount in the Distribution Account on such date after the application pursuant
to Sections 4.01, 4.02(a) and 4.02(b)(i)-(xliii).

            (c) On each Distribution Date, the Securities Administrator shall
withdraw any amounts then on deposit in the Distribution Account that represent
Prepayment Penalties collected by the Servicer in connection with the Principal
Prepayment in full of any of the Mortgage Loans, any Originator Prepayment
Penalty Payment Amounts or Servicer Prepayment Penalty Payment Amounts and shall
distribute such amounts to the Holders of the Class P Certificates. Such amounts
shall be treated as having been distributed to the Holders of the Class P
Certificates from the Grantor Trust.

            (d) Any amounts distributed to the Certificates (other than the
Class CE, Class P and Class R Certificates) in respect of interest pursuant to
Section 4.02(b)(xlii) that constitute Cap Carryover Amounts shall be deemed
distributed (i) in the case of any Class of Class M Certificates, to the extent
the source of such funds is a Yield Maintenance Agreement Payment or a
distribution from the Reserve Account, from the Grantor Trust and (ii)
otherwise, as first, a distribution by REMIC 2 in respect of the Class CE
Uncertificated Interest, and then by REMIC A as a distribution to the Class CE
Certificates and then, a distribution to the applicable Certificates from the
Grantor Trust, in either case, as payments on notional principal contracts in
the nature of cap contracts. Any remaining amount with respect to the Class CE
Certificates or any remaining Yield Maintenance Agreement Payments shall be
treated as having been distributed to the Holders of the Class CE Certificates
from the Grantor Trust.

            (e) On each Distribution Date, Unpaid Realized Loss Amounts on the
Class M Certificates will be reduced by the amount of any Subsequent Recoveries
received during the related Prepayment Period in the same order as Realized Loss
Amortization Amounts are paid to the Class M Certificates pursuant to Section
4.02(b) above.

            (f) On each Distribution Date, prior to any distributions of the
Monthly Excess Cashflow Amount pursuant to Section 4.02(b), any Monthly Excess
Interest Amount shall be distributed, to the extent available, in the following
order of priority on such Distribution Date: (i) concurrently, based on each
Class' Interest Percentage of the Current Interest Shortfall for such
Distribution Date, to the Class A Certificates, pro rata, and (ii) sequentially,
up to each Class' Interest Percentage of the Current Interest Shortfall for such
Distribution Date, to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12
and Class M-13 Certificates.

            Section 4.03 Allocation of Losses. Realized Losses shall be
allocated, through the priority of distributions in Section 4.02, first against
the Monthly Excess Interest Amount and then against the Overcollateralization
Amount until such amount has been reduced to zero. If, after giving effect to
the distribution of the Principal Distribution Amount on any Distribution Date
the aggregate Principal Balance of the Certificates (other than the Class CE,
Class P and Residual Certificates) exceeds the Pool Balance as of the end of the
related Collection Period, the resulting Applied Realized Loss Amount will be
allocated against the Class M-13, Class M-12, Class M-11, Class M-10, Class M-9,
Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3, Class M-2 and
Class M-1 Certificates, in that order and until the respective Principal
Balances thereof are reduced to zero.

            Section 4.04 Method of Distribution. The Securities Administrator
shall make distributions in respect of a Distribution Date to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Certificates, by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Certificate Registrar in writing at least seven
Business Days prior to the Record Date immediately prior to such Distribution
Date and is the registered owner of such Certificates, or by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.

            Section 4.05 Distributions on Book-Entry Certificates. Each
distribution with respect to a Book-Entry Certificate shall be paid to the
Depository, which shall credit the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. All such credits and disbursements
with respect to a Book Entry Certificate are to be made by the Depository and
the Depository Participants in accordance with the provisions of the
Certificates. None of Securities Administrator, the Trustee, the Depositor or
the Servicer shall have any responsibility therefor except as otherwise provided
by applicable law.

            Section 4.06 Statements. (a) On each Distribution Date, based on the
Mortgage Loan information contained in the Remittance Report, the Securities
Administrator shall prepare and make available on its website at
www.ctslink.com, a statement (the "Distribution Date Statement") as to the
distributions made on such Distribution Date:

            (i) the amount of the distribution made on such Distribution Date to
      the Holders of each Class of Certificates allocable to principal,
      separately identified and the amount of the distribution made on such
      Distribution Date to the Holders of the Class P Certificates from
      Prepayment Penalties, Originator Prepayment Penalty Payment Amounts and
      Servicer Prepayment Penalty Payment Amounts;

            (ii) the amount of the distribution made on such Distribution Date
      to the Holders of each Class of Certificates allocable to interest or
      Class CE Distributable Amount, separately identified;

            (iii) the Overcollateralization Amount, the Overcollateralization
      Release Amount, the Overcollateralization Deficiency and the Targeted
      Overcollateralization Amount as of such Distribution Date and the Monthly
      Excess Interest Amount and Monthly Excess Cashflow Amount for such
      Distribution Date;

            (iv) the aggregate amount of servicing compensation received by the
      Servicer during the related Collection Period;

            (v) the aggregate amount of Advances for the related Collection
      Period, cumulative unreimbursed Advances and Servicing Advances and
      cumulative Nonrecoverable Advances;

            (vi) the Pool Balance, at the close of business at the end of the
      related Collection Period;

            (vii) the number, weighted average remaining term to maturity and
      weighted average Mortgage Interest Rate of the Mortgage Loans as of the
      related Due Date;

            (viii) the number and aggregate principal balances of the Mortgage
      Loans (A) delinquent (exclusive of Mortgage Loans in foreclosure or
      bankruptcy), grouping such delinquent Mortgage Loans in 30 day increments,
      up to [_] days delinquent (determined in accordance with the Mortgage
      Bankers' Association delinquency methodology), (B) in foreclosure, as of
      the close of business on the last day of the calendar month preceding the
      Distribution Date and (C) in bankruptcy as of the close of business on the
      last day of the calendar month preceding the Distribution Date;

            (ix) with respect to any Mortgage Loan that became an REO Property
      during the preceding calendar month, the loan number of such Mortgage
      Loan, the unpaid principal balance of the REO Property as of the close of
      business on the last Business Day of such calendar month and the principal
      balance of such Mortgage Loan as of the date it became an REO Property;

            (x) the book value of any REO Property as of the close of business
      on the last Business Day of the calendar month preceding the Distribution
      Date, and, cumulatively, the total number and cumulative principal balance
      of all REO Properties as of the close of business of the last day of the
      preceding Collection Period;

            (xi) separately stated for each Loan Group, the aggregate amount of
      Principal Prepayments made during the related Prepayment Period;

            (xii) separately stated for each Loan Group, the aggregate amount of
      Realized Losses incurred during the related Collection Period and the
      cumulative amount of Realized Losses;

            (xiii) the Principal Balance of each Class of Certificates, after
      giving effect to the distributions, and allocations of Realized Losses or
      Applied Realized Loss Amounts, as applicable, made on such Distribution
      Date, separately identifying any reduction thereof due to allocations of
      Realized Losses or Applied Realized Loss Amounts;

            (xiv) the Accrued Certificate Interest in respect of each Class of
      Certificates for such Distribution Date and any related Cap Carryover
      Amounts, and the respective portions thereof, if any, remaining unpaid
      following the distributions made in respect of such Certificates on such
      Distribution Date;

            (xv) the aggregate amount of any Prepayment Interest Shortfalls and
      of any Compensating Interest for such Distribution Date, to the extent not
      covered by payments by the Servicer pursuant to Section 3.23;

            (xvi) the Interest Percentage for each Class of Certificates, the
      amount of any Current Interest Shortfall and the amount of the
      distribution made to each Class of Certificates pursuant to Section
      4.02(f) for such Distribution Date;

            (xvii) the Cap Carryover Amounts distributed on such Distribution
      Date, the amounts remaining after giving effect to distributions thereof
      on such Distribution Date and the amount of all Cap Carryover Amounts
      covered by withdrawals from the Reserve Account on such Distribution Date;

            (xviii) any Overcollateralization Deficiency after giving effect to
      the distribution of principal on such Distribution Date;

            (xix) whether a Trigger Event has occurred and is continuing, and
      the cumulative Realized Losses, as a percentage of the original Pool
      Balance;

            (xx) the Available Funds;

            (xxi) the Pass-Through Rate for each Class of Certificates for such
      Distribution Date;

            (xxii) the information contained in the Liquidation Report for such
      Distribution Date;

            (xxiii) the aggregate Principal Balance of Mortgage Loans purchased
      by the Servicer or the Depositor during the related Prepayment Period and
      indicating the section of this Agreement requiring or allowing the
      purchase of each such Mortgage Loan;

            (xxiv) the aggregate Principal Balance of the Mortgage Loans
      repurchased by the Depositor during the related Prepayment Period in
      connection with Section 3.16;

            (xxv) the amount of the Credit Risk Manager Fee paid;

            (xxvi) the Mortgage Loan identifying number of each Mortgage Loan
      with a Prepayment Penalty that was the subject of a Principal Prepayment
      in full during the related Collection Period, the Prepayment Penalty
      listed on each related Mortgage Note and the Prepayment Penalty collected,
      and the Servicer Prepayment Penalty Payment Amount and the Originator
      Prepayment Penalty Payment Amount paid with respect to each such Mortgage
      Loan;

            (xxvii) the amount of any Yield Maintenance Agreement Payments for
      such Distribution Date;

            (xxviii) the amount of Subsequent Recoveries received during the
      related Prepayment Period;

            (xxix) any expenses or indemnification amounts paid by the Trust
      Fund, the specific purpose of each payment and the parties to whom these
      payments are made;

            (xxx) the applicable Determination Date, the Record Date and
      Interest Accrual Period for calculating the distribution and the actual
      Distribution Date for the distribution;

            (xxxi) any material modifications, extensions or waivers to Mortgage
      Loan terms, fees, penalties or payments since the previous Distribution
      Date;

            (xxxii) any material breaches of representations and warranties
      relating to the Mortgage Loans or material breaches of transaction
      covenants or representations and warranties; and

            (xxxiii) any other customary information as is required to enable
      Certificateholders to prepare their tax returns.

            Assistance in using the Securities Administrator's website can be
obtained by calling the Securities Administrator's customer service desk at
(301) 815-6600. The Securities Administrator shall provide such information to
parties that are unable to use the above distribution option by mailing to them
via first class mail a paper copy of the Distribution Date Statement, upon
request of any such party made by calling the customer service desk and
indicating such. The Securities Administrator shall have the right to change the
way such reports are distributed in order to make such distribution more
convenient and/or more accessible to the parties, and the Securities
Administrator shall provide timely and adequate notification to all parties
regarding any such change.

            The Securities Administrator may fully rely upon and shall have no
liability with respect to information with respect to the Mortgage Loans
provided by the Servicer.

            In the case of information furnished pursuant to subclauses (i),
(ii) and (xiii) above, the amounts shall be expressed in a separate section of
the report as a dollar amount for each Class for each $1,000 original dollar
amount as of the Closing Date.

            (b) Within a reasonable period of time after the end of each
calendar year, the Securities Administrator shall furnish to each Person who at
any time during the calendar year was a Certificateholder of a Regular
Certificate, if requested in writing by such Person, such information as is
reasonably necessary to provide to such Person a statement containing the
information set forth in subclauses (i), (ii), (xiv) and (xvii) above,
aggregated for such calendar year or applicable portion thereof during which
such Person was a Certificateholder. Such obligation of the Securities
Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared and furnished by the
Securities Administrator to Certificateholders pursuant to any requirements of
the Code as are in force from time to time.

            (c) On each Distribution Date, the Securities Administrator shall
forward to the Residual Certificateholders a copy of the reports forwarded to
the holder of any Regular Certificate in respect of such Distribution Date with
such other information as the Securities Administrator deems necessary or
appropriate. Such obligation of the Securities Administrator shall be deemed to
have been satisfied to the extent that substantially comparable information
shall be prepared and furnished to Residual Certificateholders by the Securities
Administrator pursuant to any requirements of the Code as from time to time in
force.

            Section 4.07 Remittance Reports; Advances. (a) On the 15th calendar
day of each month, or the following Business Day if such 15th calendar day is
not a Business Day, the Servicer shall deliver to the Securities Administrator
by telecopy (or by such other means as the Servicer and the Securities
Administrator may agree from time to time) a Remittance Report with respect to
the related Distribution Date. On the same date, the Servicer shall
electronically forward to the Securities Administrator in such medium as may be
agreed between the Servicer and the Securities Administrator the information set
forth in such Remittance Report with respect to the related Distribution Date
and such information reasonably available to the Servicer necessary in order for
the Securities Administrator to perform the calculations necessary to make the
distributions and allocations contemplated by Section 4.01, 4.02 and 4.03 and to
prepare the Distribution Date Statement. The Securities Administrator shall not
be responsible to recompute, recalculate or verify any information provided to
it by the Servicer.

            (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.07(d), the sum of (i) the
aggregate amount of Monthly Payments (net of the related Servicing Fee), due
during the related Collection Period in respect of the Mortgage Loans, which
Monthly Payments were delinquent on a contractual basis as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Collection Period and as to which REO Property an REO Disposition did not occur
during the related Collection Period, an amount equal to the excess, if any, of
the REO Imputed Interest on such REO Property for such Collection Period, over
the net income from such REO Property transferred to the Distribution Account
pursuant to Section 3.13 for distribution on such Distribution Date. For
purposes of the preceding sentence, the Monthly Payment on each Balloon Loan
with a delinquent Balloon Payment is equal to the assumed monthly payment that
would have been due on the related Due Date based on the original principal
amortization schedule for such Balloon Loan.

            On or before 1:00 p.m. New York City time on the Servicer Remittance
Date, the Servicer shall remit in immediately available funds to the Securities
Administrator for deposit in the Distribution Account an amount equal to the
aggregate amount of Advances, if any, to be made in respect of the Mortgage
Loans for the related Distribution Date either (i) from its own funds or (ii)
from the Collection Account, to the extent of funds held therein for future
distribution (in which case it will cause to be made an appropriate entry in the
records of the Collection Account that amounts held for future distribution have
been, as permitted by this Section 4.07, used by the Servicer in discharge of
any such Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans. Any amounts held for future distribution and so used
shall be appropriately reflected in the Servicer's records and replaced by the
Servicer by deposit in the Collection Account on or before any future Servicer
Remittance Date to the extent that the Available Funds for the related
Distribution Date (determined without regard to Advances to be made on the
Servicer Remittance Date) shall be less than the total amount that would be
distributed to the Classes of Certificateholders pursuant to Section 4.01 and
4.02 on such Distribution Date if such amounts held for future distributions had
not been so used to make Advances. The Securities Administrator will provide
notice to the Servicer by telecopy by 4:00 p.m. New York City time on any
Servicer Remittance Date in the event that (i) the Servicer fails to remit the
Advances required to be made by the Servicer for the related Distribution Date
or (ii) the amount remitted by the Servicer to the Securities Administrator on
such date is less than the Advances required to be made by the Servicer for the
related Distribution Date, as set forth in the related Remittance Report.

            (c) The obligation of the Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan, shall continue until the
earlier of such time as the Mortgage Loan is paid in full by the Mortgagor or
until the Mortgage Loan (or the related Mortgage Property) is disposed of by the
Trust.

            (d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced
by an Officers' Certificate of the Servicer delivered to the Securities
Administrator.

            (e) In the event that the Servicer fails to remit any Advances as
required pursuant to this Section 4.07, the Securities Administrator shall
notify the Trustee by 4:00 p.m. on the Servicer Remittance Date identifying for
each Advance the related Mortgage Loan and the amount of the Advance. On or
before 11:00 a.m. New York City time on the Distribution Date immediately
following the Servicer Remittance Date, the Trustee shall remit in immediately
available funds to the Securities Administrator such Advances that the Servicer
was required but failed to make for the related Distribution Date; provided that
the Trustee may conclusively rely upon any determination by the Servicer that an
Advance if made would be a Nonrecoverable Advance; provided, further, that the
Trustee is not obligated to make any Advance that the Trustee, in its good faith
business judgment, determines would constitute a Nonrecoverable Advance, such
determination to be evidenced by an Officer's Certificate of the Trustee
delivered to the Securities Administrator. So long as the Trustee has not
terminated all of the rights and obligations of the Servicer pursuant to Section
7.01(b) as a result of a Servicer Event of Termination pursuant to
7.01(a)(i)(A), the Servicer shall pay to the Trustee an amount equal to the
Advance made by the Trustee plus interest at an annual rate equal to Prime Rate,
adjusted as of the date of each change, plus two percentage points, but in no
event greater than the maximum amount permitted by applicable law, on any
Advances made by the Trustee. Such interest shall be solely an obligation of the
Servicer and shall not be payable or reimbursable from any assets of the Trust
Fund.

            Section 4.08 REMIC Distributions.(a)

            (a) On each Distribution Date, the Securities Administrator shall
cause in the following order of priority, the following amounts to be
distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or
withdrawn from the Distribution Account and distributed to the Holders of the
Class R Certificates (in respect of the Class R-1 Interest), as the case may be:

            (i) to Holders of REMIC 1 Regular Interest LT1AA, REMIC 1 Regular
      Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1 Regular
      Interest LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1 Regular
      Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest
      LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4,
      REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1
      Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular
      Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest
      LT1M11, REMIC 1 Regular Interest LT1M12, REMIC 1 Regular Interest LT1M13
      and REMIC 1 Regular Interest LT1ZZ, pro rata, in an amount equal to (a)
      the Uncertificated Accrued Interest for such Distribution Date, plus (b)
      any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Accrued Interest in respect of
      REMIC 1 Regular Interest LT1ZZ shall be reduced and deferred when the
      REMIC 1 Overcollateralized Amount is less than the REMIC 1
      Overcollateralization Target Amount, by the lesser of (x) the amount of
      such difference and (y) the Maximum LT1ZZ Uncertificated Accrued Interest
      Deferral Amount and such amount will be payable to the Holders of REMIC 1
      Regular Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC 1
      Regular Interest LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1
      Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular
      Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
      LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6,
      REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1
      Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular
      Interest LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular
      Interest LT1M13 in the same proportion as the Overcollateralization
      Deficiency is allocated to the Corresponding Certificates;

            (ii) to Holders of REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular
      Interest LT1GRP, REMIC 1 Regular Interest LT2SUB, REMIC 1 Regular Interest
      LT2GRP and REMIC 1 Regular Interest LT1XX, pro rata, in an amount equal to
      (A) the Uncertificated Accrued Interest for such Distribution Date, plus
      (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates;

            (iii) to the Holders of REMIC 1 Regular Interests, in an amount
      equal to the remainder of the REMIC 1 Marker Allocation Percentage of
      Available Funds for such Distribution Date after the distributions made
      pursuant to clause (i) above, allocated as follows:

                        (1) to REMIC 1 Regular Interest LT1AA, 98.00% of such
                  remainder, until the Uncertificated Principal Balance of such
                  Uncertificated REMIC 1 Regular Interest is reduced to zero;

                        (2) to REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular
                  Interest LT1AI1B, REMIC 1 Regular Interest LT1AII1, REMIC 1
                  Regular Interest LT1AII2, REMIC 1 Regular Interest LT1AII3,
                  REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest
                  LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular
                  Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1
                  Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC
                  1 Regular Interest LT1M8, REMIC 1 Regular Interest LT1M9,
                  REMIC 1 Regular Interest LT1M10, REMIC 1 Regular Interest
                  LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular
                  Interest LT1M13, 1.00% of such remainder, in the same
                  proportion as principal payments are allocated to the
                  Corresponding Certificates, until the Uncertificated Principal
                  Balances of such REMIC 1 Regular Interests are reduced to
                  zero; then

                        (3) to REMIC 1 Regular Interest LT1ZZ, 1.00% of such
                  remainder, until the Uncertificated Principal Balance of such
                  REMIC 1 Regular Interest is reduced to zero;

            provided, however, that (i) 98.00% and (ii) 2.00% of any principal
payments that are attributable to an Aggregate Overcollateralization Release
Amount shall be allocated to (i) REMIC 1 Regular Interest LT1AA and (ii) REMIC 1
Regular Interest LT1ZZ, respectively; and

            (iv) to the Holders of REMIC 1 Regular Interests, in an amount equal
      to the REMIC 1 Sub WAC Allocation Percentage of Available Funds for such
      Distribution Date after the distributions made pursuant to clause (i)
      above, such that distributions of principal shall be deemed to be made to
      the REMIC 1 Regular Interests first, so as to keep the Uncertificated
      Principal Balance of each REMIC 1 Regular Interest ending with the
      designation "GRP" equal to 0.01% of the aggregate Principal Balance of the
      Mortgage Loans in the related group of Mortgage Loans; second, to each
      REMIC 1 Regular Interest ending with the designation "SUB," so that the
      Uncertificated Principal Balance of each such REMIC 1 Regular Interest is
      equal to 0.01% of the excess of (x) the aggregate Principal Balance of the
      Mortgage Loans in the related group of Mortgage Loans over (y) the
      aggregate current Principal Balance of the Class A Certificates in the
      related group of Mortgage Loans (except that if any such excess is a
      larger number than in the preceding distribution period, the least amount
      of principal shall be distributed to such REMIC 1 Regular Interests such
      that the REMIC 1 Subordinated Balance Ratio is maintained); and third, any
      remaining principal to REMIC 1 Regular Interest LT1XX.

            (b) The Securities Administrator shall cause the following
allocation of losses:

            (i) The REMIC 1 Marker Allocation Percentage of the aggregate amount
      of any Prepayment Interest Shortfalls and the REMIC 1 Marker Allocation
      Percentage of the aggregate amount of any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall
      be allocated first, to Uncertificated Accrued Interest payable to REMIC 1
      Regular Interest LT1AA and REMIC 1 Regular Interest LT1ZZ up to an
      aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98%
      and 2%, respectively, and thereafter among REMIC 1 Regular Interest LT1AA,
      REMIC 1 Regular Interest LT1AI1A, REMIC 1 Regular Interest LT1AI1B, REMIC
      1 Regular Interest LT1AII1, REMIC 1 Regular Interest LT1AII2, REMIC 1
      Regular Interest LT1AII3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular
      Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest
      LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6,
      REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1
      Regular Interest LT1M9, REMIC 1 Regular Interest LT1M10, REMIC 1 Regular
      Interest LT1M11, REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular
      Interest LT1M13 and REMIC 1 Regular Interest LT1ZZ pro rata based on, and
      to the extent of, one month's interest at the then applicable respective
      Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC 1 Regular Interest;

            (ii) The REMIC 1 Sub WAC Allocation Percentage of the aggregate
      amount of any Prepayment Interest Shortfalls and the REMIC 1 Sub WAC
      Allocation Percentage of the aggregate amount of any Relief Act Interest
      Shortfalls incurred in respect of the Mortgage Loans for any Distribution
      Date shall be allocated to Uncertificated Accrued Interest payable to
      REMIC 1 Regular Interest LT1SUB, REMIC 1 Regular Interest LT1GRP, REMIC 1
      Regular Interest LT2SUB, REMIC 1 Regular Interest LT2GRP and REMIC 1
      Regular Interest LT1XX, pro rata based on, and to the extent of, one
      month's interest at the then applicable respective Uncertificated REMIC 1
      Pass-Through Rate on the respective Uncertificated Principal Balance of
      each such REMIC 1 Regular Interest;

            (iii) The REMIC 1 Marker Allocation Percentage of all Realized
      Losses on the Mortgage Loans shall be allocated by the Securities
      Administrator on each Distribution Date to the following REMIC 1 Regular
      Interests in the specified percentages, as follows: first, to
      Uncertificated Accrued Interest payable to REMIC 1 Regular Interest LT1AA
      and REMIC 1 Regular Interest LT1ZZ up to an aggregate amount equal to the
      REMIC 1 Interest Loss Allocation Amount, 98% and 2%, respectively; second,
      to the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA
      and REMIC 1 Regular Interest LT1ZZ up to an aggregate amount equal to the
      REMIC 1 Principal Loss Allocation Amount, 98% and 2%, respectively; third,
      to the Uncertificated Principal Balances of REMIC 1 Regular Interest
      LT1AA, REMIC 1 Regular Interest LT1M13 and REMIC 1 Regular Interest LT1ZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance
      of REMIC 1 Regular Interest LT1M13 has been reduced to zero; fourth, to
      the Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA,
      REMIC 1 Regular Interest LT1M12 and REMIC 1 Regular Interest LT1ZZ, 98%,
      1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC 1 Regular Interest LT1M12 has been reduced to zero; fifth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M11 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M11 has been reduced to zero; sixth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M10 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M10 has been reduced to zero; seventh, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M9 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M9 has been reduced to zero; eighth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M8 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M8 has been reduced to zero; ninth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M7 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M7 has been reduced to zero; tenth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M6 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M6 has been reduced to zero; eleventh, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M5 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M5 has been reduced to zero; twelfth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M4 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M4 has been reduced to zero; thirteenth to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M3 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M3 has been reduced to zero; fourteenth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M2 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M2 has been reduced to zero; and fifteenth, to the
      Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
      1 Regular Interest LT1M1 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 1
      Regular Interest LT1M1 has been reduced to zero; and

            (iv) The REMIC 1 Sub WAC Allocation Percentage of all Realized
      Losses shall be applied after all distributions have been made on each
      Distribution Date first, so as to keep the Uncertificated Principal
      Balance of each REMIC 1 Regular Interest ending with the designation "GRP"
      equal to 0.01% of the aggregate Stated Principal Balance of the Mortgage
      Loans in the related Loan Group; second, to each REMIC 1 Regular Interest
      ending with the designation "SUB," so that the Uncertificated Principal
      Balance of each such REMIC 1 Regular Interest is equal to 0.01% of the
      excess of (x) the aggregate Principal Balance of the Mortgage Loans in the
      related Loan Group over (y) the aggregate current Principal Balances of
      the Class A Certificates in the related group of Mortgage Loans (except
      that if any such excess is a larger number than in the preceding
      distribution period, the least amount of Realized Losses shall be applied
      to such REMIC 1 Regular Interests such that the REMIC 1 Subordinated
      Balance Ratio is maintained); and third, any remaining Realized Losses
      shall be allocated to REMIC 1 Regular Interest LT1XX.

            (c) With respect to REMIC 1, any increase in principal balance due
to a Subsequent Recovery shall be allocated as follows: 50% to REMIC 1 Regular
Interest LT1XX; 49% to REMIC 1 Regular Interest LT1AA; 0.5% to REMIC 1 Regular
Interest LT1ZZ; and 0.5% to each REMIC 1 Regular Interest that is a
Corresponding Class to any REMIC 2 Regular Interest that was increased as a
result of such Subsequent Recovery (provided, that if more than one REMIC 2
Regular Interest is so increased, such amount shall be allocated to the REMIC 1
Regular Interests that are Corresponding Classes in the same proportion as the
increase is allocated to the applicable REMIC 2 Regular Interests).

            (d) Notwithstanding anything to the contrary contained herein, the
above distributions in this Section 4.08 (other than on the Certificates) are
deemed distributions, and distributions of funds from the Distribution Account
shall be made only in accordance with Sections 4.01 and 4.02 hereof.

                                   ARTICLE V

                                THE CERTIFICATES

            Section 5.01 The Certificates. Each of the Class AI-1A, Class AI-1B,
Class AII-1, Class AII-2, Class AII-3, Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class
M-11, Class M-12, Class M-13, Class CE, Class P, Class R and Class R-X
Certificates shall be substantially in the forms annexed hereto as exhibits, and
shall, on original issue, be executed by the Securities Administrator and
authenticated and delivered by the Certificate Registrar to or upon the receipt
of a Written Order to Authenticate from the Depositor concurrently with the sale
and assignment to the Trustee of the Trust Fund. Each Class of the Class A and
Class M Certificates (other than the Class M-12 and Class M-13 Certificates)
shall be initially evidenced by one or more Certificates representing a
Percentage Interest with a minimum dollar denomination of $[ ] and integral
multiples of $[ ] in excess thereof. Each of the Class M-12 and Class M-13
Certificates shall be initially evidenced by one or more Certificates
representing a Percentage Interest with a minimum dollar denomination of $[ ]
and integral multiples of $[ ] in excess thereof. The Class CE and Class P
Certificates are issuable only in minimum Percentage Interests of 10%. The Class
R and Class R-X Certificates are issuable only as single certificates.

            The Certificates shall be executed on behalf of the Trust by manual
or facsimile signature on behalf of the Securities Administrator by a
Responsible Officer. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Securities Administrator shall bind the Trust,
notwithstanding that such individuals or any of them have ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such Certificate. No Certificate shall be
entitled to any benefit under this Agreement or be valid for any purpose, unless
such Certificate shall have been manually authenticated by the Certificate
Registrar substantially in the form provided for herein, and such authentication
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication. Subject to Section
5.02(c), the Certificates (other than the Class CE, Class P, Class R and Class
R-X Certificates) shall be Book-Entry Certificates. The Class CE, Class P, Class
R and Class R-X Certificates shall not be Book-Entry Certificates but shall be
issued in fully registered certificate form.

            Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Certificate Registrar shall cause to be kept at the Corporate Trust
Office of the Securities Administrator a Certificate Register in which, subject
to such reasonable regulations as it may prescribe, the Certificate Registrar
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Securities Administrator shall
initially serve as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Securities Administrator as Certificate Registrar shall be subject to the same
standards of care, limitations on liability and rights to indemnity as the
Securities Administrator, and the provisions of Sections 8.01, 8.02, 8.03, 8.04,
8.05, 8.14, 8.15 and 8.16 shall apply to the Certificate Registrar to the same
extent as they apply to the Securities Administrator. Any Certificate Registrar
appointed in accordance with this Section 5.02(a) may at any time resign by
giving at least 30 days' advance written notice of resignation to the Securities
Administrator, the Trustee, the Servicer and the Depositor, such resignation to
become effective upon appointment of a successor Certificate Registrar.

            Upon surrender for registration of transfer of any Certificate at
any office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of the Class R and Class
R-X Certificates, upon satisfaction of the conditions set forth below, the
Securities Administrator on behalf of the Trust shall execute and the
Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
aggregate Percentage Interest.

            At the option of the Certificateholders, Certificates may be
exchanged for other Certificates in authorized denominations and the same
aggregate Percentage Interests, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange, the Securities Administrator shall execute on behalf
of the Trust and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall (if so required by the Securities Administrator or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Securities Administrator and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

            (b) Upon original issuance, the Book-Entry Certificates shall be
issued in the form of one or more typewritten certificates, to be delivered to
the Depository by, or on behalf of, the Depositor; or to, and deposited with the
Certificate Custodian, on behalf of the Depository, if directed to do so
pursuant to instructions from the Depository. Except as provided in paragraph
(c) below, the Book-Entry Certificates shall at all times remain registered in
the name of the Depository or its nominee and at all times: (i) registration of
such Certificates may not be transferred by the Securities Administrator except
to another Depository; (ii) the Depository shall maintain book-entry records
with respect to the Certificate Owners and with respect to ownership and
transfers of such Certificates; (iii) ownership and transfers of registration of
such Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (v)
the Securities Administrator shall for all purposes deal with the Depository as
representative of the Certificate Owners of the Certificates for purposes of
exercising the rights of Holders under this Agreement, and requests and
directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; (vi)
the Securities Administrator may rely and shall be fully protected in relying
upon information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and Persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners; and (vii) the
direct participants of the Depository shall have no rights under this Agreement
under or with respect to any of the Certificates held on their behalf by the
Depository, and the Depository may be treated by the Securities Administrator
and its agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.

            All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto
are hereby authorized to execute one or more Letter of Representations with the
Depository or take such other action as may be necessary or desirable to
register a Book-Entry Certificate to the Depository. In the event of any
conflict between the terms of any such Letter of Representation and this
Agreement, the terms of this Agreement shall control.

            (c) If the Depository advises the Securities Administrator in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities as Depository and the Securities Administrator or the
Depositor is unable to locate a qualified successor and upon surrender to the
Certificate Registrar of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration,
the Securities Administrator shall, at the Trust's expense, execute on behalf of
the Trust and the Certificate Registrar shall authenticate definitive, fully
registered certificates (the "Definitive Certificates"). None of the Depositor
or the Securities Administrator shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates, the
Securities Administrator, the Certificate Registrar, the Servicer, the
Securities Administrator, any Paying Agent and the Depositor shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.

            (d) Except with respect to a transfer of the Private Certificates
between or among the Depositor, the Seller, their affiliates or both, no
transfer, sale, pledge or other disposition of any Private Certificate shall be
made unless such disposition is exempt from the registration requirements of the
1933 Act, and any applicable state securities laws or is made in accordance with
the 1933 Act and laws. In the event of any such transfer, the Certificate
Registrar shall require the transferor to execute a transferor certificate in
substantially the form attached hereto as Exhibit L and the transferee to
execute an investment letter in substantially in the form attached hereto as
Exhibit J acceptable to and in form and substance reasonably satisfactory to the
Depositor and the Certificate Registrar certifying to the Depositor and the
Certificate Registrar the facts surrounding such transfer, which investment
letter shall not be an expense of the Certificate Registrar or the Depositor.
The transferor of a Private Certificate desiring to effect such transfer shall,
and does hereby agree to, indemnify the Certificate Registrar and the Depositor
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws. For purposes of this
Section 5.02(d) the representations required in any transferor certificate (in
substantially the form attached hereto as Exhibit L) and any investment letter
(substantially in the form of Exhibit J hereto) shall be deemed to have been
made in connection with the transfer of any Private Certificate that is a
Book-Entry Certificate.

            No transfer of an ERISA Restricted Certificate shall be made unless
the Certificate Registrar and the Depositor shall have received a representation
from the transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Certificate Registrar and the Depositor, (such requirement
is satisfied only by the Certificate Registrar's receipt of a representation
letter from the transferee substantially in the form of Exhibit I hereto, as
appropriate), to the effect that such transferee is not an employee benefit plan
or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975
of the Code or a plan subject to any federal, state or local law ("Similar Law")
materially similar to the foregoing provisions of ERISA or of the Code, nor a
person acting on behalf of any such plan or arrangement nor using the assets of
any such plan or arrangement to effect such transfer other than (except in the
case of the Class CE, Class P, Class R or Class R-X Certificates) an insurance
company that represents (or is deemed to represent) that (A) the source of funds
used to purchase the Certificates is an "insurance company general account" (as
such term is defined in Section V(e) of PTE 95-60, 60 Fed. Reg. 35925 (July 12,
1995)), (B) that there is no Plan with respect to which the amount of such
general account's reserves and liabilities for the contract(s) held by or on
behalf of such Plan and all other Plans maintained by the same employer (or
affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same
employee organization exceeds 10% of the total of all reserves and liabilities
of such general account (as such amounts are determined under Section I(a) of
PTE 95-60) at the date of acquisition and (C) all Plans that have an interest in
such general account are Plans to which PTE 95-60 applies, or (ii) (except in
the case of the Class CE, Class P, Class R or Class R-X Certificates) in the
case of any such ERISA Restricted Certificate presented for registration in the
name of an employee benefit plan subject to ERISA or a plan or arrangement
subject to Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement or using such plan's or arrangement's assets, an
Opinion of Counsel satisfactory to the Certificate Registrar and the Depositor,
to the effect that the purchase or holding of such ERISA Restricted Certificate
will not constitute or result in a non-exempt prohibited transaction within the
meaning of ERISA Section 4975 of the Code on Similar Law and will not subject
the Depositor, the Servicer, the Trustee, the Securities Administrator or the
Certificate Registrar to any obligation in addition to those expressly
undertaken in this Agreement or to any liability. For purposes of clause (i) of
the preceding sentence, such representation shall be deemed to have been made to
the Certificate Registrar by the acceptance by a Certificate Owner of the
beneficial interest in any such Class of ERISA Restricted Certificates, unless
the Certificate Registrar shall have received from the transferee an alternative
representation acceptable in form and substance to the Depositor.
Notwithstanding anything else to the contrary herein, any purported transfer of
an ERISA Restricted Certificate to or on behalf of an employee benefit plan
subject to ERISA, Section 4975 of the Code or Similar Law shall be void and of
no effect.

            Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably appointed the Depositor or its designee as its attorney-in-fact
to negotiate the terms of any mandatory sale under clause (v) below and to
execute all instruments of transfer and to do all other things necessary in
connection with any such sale, and the rights of each Person acquiring any
Ownership Interest in a Class R or Class R-X Certificate are expressly subject
to the following provisions:

            (i) Each Person holding or acquiring any Ownership Interest in a
      Class R or Class R-X Certificate shall be a Permitted Transferee and shall
      promptly notify the Certificate Registrar of any change or impending
      change in its status as a Permitted Transferee.

            (ii) No Person shall acquire an Ownership Interest in a Class R or
      Class R-X Certificate unless such Ownership Interest is a pro rata
      undivided interest.

            (iii) In connection with any proposed transfer of any Ownership
      Interest in a Class R or Class R-X Certificate, the Certificate Registrar
      shall as a condition to registration of the transfer, require delivery to
      it, in form and substance satisfactory to it, of each of the following:

            A. an affidavit in the form of Exhibit K hereto from the proposed
transferee to the effect that, among other things, such transferee is a
Permitted Transferee and that it is not acquiring its Ownership Interest in a
Class R or Class R-X Certificate that is the subject of the proposed transfer as
a nominee, trustee or agent for any Person who is not a Permitted Transferee;
and

            B. a covenant of the proposed transferee to the effect that the
proposed transferee agrees to be bound by and to abide by the transfer
restrictions applicable to a Class R or Class R-X Certificate.

            (iv) Any attempted or purported transfer of any Ownership Interest
      in a Residual Certificate in violation of the provisions of this Section
      shall be absolutely null and void and shall vest no rights in the
      purported transferee. If any purported transferee shall, in violation of
      the provisions of this Section, become the Holder of a Class R or Class
      R-X Certificate, then the prior Holder of such Class R or Class R-X
      Certificate that is a Permitted Transferee shall, upon discovery that the
      registration of transfer of such Class R or Class R-X Certificate was not
      in fact permitted by this Section, be restored to all rights as Holder
      thereof retroactive to the date of registration of transfer of such Class
      R or Class R-X Certificate. The Certificate Registrar shall be under no
      liability to any Person for any registration of transfer of a Class R or
      Class R-X Certificate that is in fact not permitted by this Section or for
      making any distributions due on such Class R or Class R-X Certificate to
      the Holder thereof or taking any other action with respect to such Holder
      under the provisions of this Agreement so long as the Certificate
      Registrar received the documents specified in clause (iii). The Securities
      Administrator shall be entitled to recover from any Holder of a Class R or
      Class R-X Certificate that was in fact not a Permitted Transferee at the
      time such distributions were made all distributions made on such Class R
      or Class R-X Certificate. Any such distributions so recovered by the
      Securities Administrator shall be distributed and delivered by the
      Securities Administrator to the prior Holder of such Class R or Class R-X
      Certificate that is a Permitted Transferee.

            (v) If any Person other than a Disqualified Organization acquires
      any Ownership Interest in a Class R or Class R-X Certificate in violation
      of the restrictions in this Section, then the Certificate Registrar shall
      have the right but not the obligation, without notice to the Holder of a
      Class R or Class R-X Certificate or any other Person having an Ownership
      Interest therein, to notify the Depositor to arrange for the sale of a
      Class R or Class R-X Certificate. The proceeds of such sale, net of
      commissions (which may include commissions payable to the Depositor or its
      affiliates in connection with such sale), expenses and taxes due, if any,
      will be remitted by the Securities Administrator to the previous Holder of
      a Class R or Class R-X Certificate that is a Permitted Transferee, except
      that in the event that the Securities Administrator determines that the
      Holder of a Class R or Class R-X Certificate may be liable for any amount
      due under this Section or any other provisions of this Agreement, the
      Securities Administrator may withhold a corresponding amount from such
      remittance as security for such claim. The terms and conditions of any
      sale under this clause (v) shall be determined in the sole discretion of
      the Securities Administrator and it shall not be liable to any Person
      having an Ownership Interest in a Class R or Class R-X Certificate as a
      result of its exercise of such discretion.

            (vi) If any Person other than a Permitted Transferee acquires any
      Ownership Interest in a Class R or Class R-X Certificate in violation of
      the restrictions in this Section, then the Securities Administrator will
      provide to the Internal Revenue Service, and to the persons specified in
      Sections 860E(e)(3) and (6) of the Code, information needed to compute the
      tax imposed under Section 860E(e)(5) of the Code on transfers of residual
      interests to disqualified organizations. The Securities Administrator
      shall be entitled to reasonable compensation for providing such
      information from the person to whom it is provided.

The foregoing provisions of this Section shall cease to apply to transfers
occurring on or after the date on which there shall have been delivered to the
Certificate Registrar, in form and substance satisfactory to the Certificate
Registrar, (i) written notification from each Rating Agency that the removal of
the restrictions on Transfer set forth in this Section will not cause such
Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC created
hereunder to fail to qualify as a REMIC.

            (e) No service charge shall be made for any registration of transfer
or exchange of Certificates of any Class, but the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

            All Certificates surrendered for registration of transfer or
exchange shall be cancelled by the Certificate Registrar and disposed of
pursuant to its standard procedures.

            Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate is surrendered to the Certificate Registrar or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate and (ii) there is delivered to the Securities
Administrator, the Trustee, the Depositor and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Securities Administrator or the
Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Securities Administrator shall execute on behalf of the Trust,
and the Certificate Registrar shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Securities Administrator or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Securities Administrator and
the Certificate Registrar) in connection therewith. Any duplicate Certificate
issued pursuant to this Section, shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

            Section 5.04 Persons Deemed Owners. The Servicer, the Depositor, the
Trustee, the Securities Administrator, the Certificate Registrar, any Paying
Agent and any agent of the Servicer, the Depositor, the Securities
Administrator, the Trustee, the Certificate Registrar or any Paying Agent may
treat the Person, including a Depository, in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and 4.02 and for all other purposes
whatsoever, and none of the Servicer, the Trust, the Trustee, the Securities
Administrator nor any agent of any of them shall be affected by notice to the
contrary.

            Section 5.05 Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Distribution Account pursuant
to Section 4.01 and 4.02 and shall report the amounts of such distributions to
the Securities Administrator. The duties of the Paying Agent may include the
obligation to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall at
all times be an entity duly incorporated and validly existing under the laws of
the United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Securities
Administrator. The Securities Administrator may appoint a successor to act as
Paying Agent, which appointment shall be reasonably satisfactory to the
Depositor and the Rating Agencies. The Securities Administrator as Paying Agent
shall be subject to the same standards of care, limitations on liability and
rights to indemnity as the Securities Administrator, and the provisions of
Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14, 8.15 and 8.16 shall apply to the
Paying Agent to the same extent as they apply to the Securities Administrator.
Any Paying Agent appointed in accordance with this Section 5.05 may at any time
resign by giving at least 30 days' advance written notice of resignation to the
Trustee, the Securities Administrator, the Servicer and the Depositor, such
resignation to become effective upon appointment of a successor Paying Agent.

            The Trustee shall cause any Paying Agent that is not the Securities
Administrator to execute and deliver to the Trustee an instrument (a "Paying
Agent Agreement") in which such Paying Agent agrees with the Trustee that such
Paying Agent shall (i) hold all amounts remitted to it by the Securities
Administrator for distribution to Certificateholders in trust for the benefit of
Certificateholders until such amounts are distributed to Certificateholders or
otherwise disposed of as herein provided; (ii) give the Depositor notice of any
default by the Securities Administrator in remitting any required amount; (iii)
at any time during the continuance of any such default, upon the written request
of the Depositor, forthwith pay to the Depositor all amounts held in trust by
such Paying Agent; and (iv) provide to the Securities Administrator the
assessment of compliance and accountants report provided for in Section 3.20
with respect to the Servicing Criteria set forth in Item 1122(d) of Regulation
AB applicable to the duties of the Paying Agent.

                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR

            Section 6.01 Liability of the Servicer and the Depositor. The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Servicer herein. The
Depositor shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Depositor.

            Section 6.02 Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer or the Depositor. Any entity into which the
Servicer or the Depositor may be merged or consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Servicer or the
Depositor shall be a party, or any organization succeeding to the business of
the Servicer or the Depositor through the transfer of substantially all of its
assets or all assets relating to such business, or otherwise, shall be the
successor of the Servicer or the Depositor, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that (a) the successor servicer shall satisfy all the
requirements of Section 7.02 with respect to the qualifications of a successor
servicer and (b) the Servicer and such successor or surviving Person shall
notify the Depositor and the Trustee of any such merger, conversion or
consolidation at least two Business Days prior to the effective date thereof
(unless giving such prior notice would be prohibited by applicable law or by a
confidentiality agreement, in which case notice shall be given by 12 noon
eastern time one Business Day after such merger or consolidation).

            Section 6.03 Limitation on Liability of the Servicer and Others.
Neither the Servicer nor any of the directors or officers or employees or agents
of the Servicer shall be under any liability to the Trust or the
Certificateholders for any action taken or for refraining from the taking of any
action by the Servicer in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the
Servicer or any such Person against any liability which would otherwise be
imposed by reason of its willful misfeasance, bad faith or gross negligence in
the performance of duties of the Servicer or by reason of its reckless disregard
of its obligations and duties of the Servicer hereunder. The Servicer and any
director or officer or employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Servicer and any director
or officer or employee or agent of the Servicer shall be indemnified by the
Trust and held harmless against any loss, liability or expense incurred in
connection with the performance of its duties and obligations and any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of its willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of its reckless disregard of
obligations and duties hereunder. The Servicer may undertake any such action
which it may deem necessary or desirable in respect of this Agreement, and the
rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the reasonable legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Trust and the Servicer shall be entitled to be
reimbursed therefor pursuant to Section 3.05. The Servicer's right to indemnity
or reimbursement pursuant to this Section shall survive any resignation or
termination of the Servicer pursuant to Section 6.04 or 7.01 with respect to any
losses, expenses, costs or liabilities arising prior to such resignation or
termination (or arising from events that occurred prior to such resignation or
termination). This paragraph shall apply to the Servicer solely in its capacity
as Servicer hereunder and in no other capacities.

            Section 6.04 Servicer Not to Resign. Subject to the provisions of
Section 7.01 and Section 6.02, the Servicer shall not resign from the
obligations and duties hereby imposed on it except (i) upon determination that
the performance of its obligations or duties hereunder are no longer permissible
under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it or its subsidiaries or Affiliates,
the other activities of the Servicer so causing such a conflict being of a type
and nature carried on by the Servicer or its subsidiaries or Affiliates at the
date of this Agreement or (ii) upon satisfaction of the following conditions:
(a) the Servicer has proposed a successor servicer to the Trustee and the
Securities Administrator in writing and such proposed successor servicer is
reasonably acceptable to the Trustee and the Securities Administrator and the
proposed successor executes and delivers to the Trustee and the Securities
Administrator an agreement, in form and substance reasonably satisfactory to the
Trustee and the Securities Administrator, which contains an assumption by such
successor servicer of the due and punctual performance and observance of each
covenant and condition to be performed or observed by the Servicer under this
Agreement from and after the date of such agreement; and (b) each Rating Agency
shall have delivered a letter to the Trustee and the Securities Administrator
prior to the appointment of the successor servicer stating that the proposed
appointment of such successor servicer as Servicer hereunder will not result in
the reduction or withdrawal of the then current rating of the Regular
Certificates or the ratings that are in effect; provided, however, that no such
resignation by the Servicer shall become effective until such successor servicer
or, in the case of (i) above, the Trustee shall have assumed the Servicer's
responsibilities and obligations hereunder or the Trustee shall have designated
a successor servicer in accordance with Section 7.02. Any such resignation shall
not relieve the Servicer of responsibility for any of the obligations specified
in Sections 7.01 and 7.02 as obligations that survive the resignation or
termination of the Servicer. Any such determination permitting the resignation
of the Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee and the Securities Administrator.

            Section 6.05 Delegation of Duties.(a) (a) In the ordinary course of
business, the Servicer at any time may delegate any of its duties hereunder to
any Person, including any of its Affiliates, who agrees to conduct such duties
in accordance with standards comparable to those set forth in Section 3.01. Such
delegation shall not relieve the Servicer of its liabilities and
responsibilities with respect to such duties and shall not constitute a
resignation within the meaning of Section 6.04. The Servicer shall provide the
Trustee and the Rating Agencies with 60 days prior written notice prior to the
delegation of any of its duties to any Person other than any of the Servicer's
Affiliates or their respective successors and assigns.

            (b) Notwithstanding anything contained herein to the contrary, to
the extent the Servicer engages any affiliate or third party vendor, in
connection with the performance of any of its duties under this Agreement, the
Servicer shall immediately notify the Depositor in writing of such engagement;
provided however, that prior to engaging any affiliate or third party vendor in
connection with the performance of any of its duties under this Agreement, the
Servicer shall determine (i) if such affiliates or third party vendors would be
a Servicing Function Participant and (ii) if such affiliate or third party
vendor would be a "servicer" within the meaning of Item 1101 of Regulation AB
(an "Additional Servicer") and meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB. If the Servicer has determined that such affiliates or
third party vendors are a Servicing Function Participant, the Servicer shall
cause such Servicing Function Participant to prepare and deliver to the
Securities Administrator a separate assessment and attestation report, as
contemplated by Section 3.20 of this Agreement. In addition, if the Servicer has
determined that any such affiliate or third party vendor would be an Additional
Servicer and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of
Regulation AB, the Servicer shall cause such Additional Servicer to prepare and
deliver to the Securities Administrator a separate compliance statement as
contemplated by Section 3.19 of this Agreement. In addition, if the Servicer
determines any such affiliate or third party vendor would be a "servicer" within
the meaning of Item 1101 of Regulation AB, the Servicer shall not engage such
affiliate or third party vendor unless it provides the Securities Administrator
and the Depositor the information required by Section 1108(b) and 1108(c) of
Regulation AB prior to such engagement.

            In the event of any assignment of rights or delegation of duties of
the Servicer, the Securities Administrator shall report such event on Form 8-K
within four Business Days after the effective date thereof.

                                  ARTICLE VII

                                     DEFAULT

            Section 7.01 Servicer Events of Termination. (a) If any one of the
following events ("Servicer Events of Termination") shall occur and be
continuing:

            (i) (A) The failure by the Servicer to make any Advance, Servicing
      Advance or to pay Compensating Interest and such failure described in this
      clause (A) continues unremedied until 1:00 p.m. New York City time on the
      Business Day immediately following the Distribution Date following such
      failure; or

                  (B) any other failure by the Servicer to deposit in the
            Collection Account or Distribution Account any deposit required to
            be made under the terms of this Agreement, which failure described
            in this clause (B) continues unremedied for a period of three
            Business Days after the first date on which written notice of such
            failure is given to the Servicer;

            (ii) any failure on the part of the Servicer to observe or perform
      in any material respect any of its covenants or agreements under Sections
      3.19, 3.20 or 3.28 hereof, subject to any cure period set forth in such
      sections;

            (iii) The failure by the Servicer duly to observe or perform, in any
      material respect, any other covenants, obligations or agreements of the
      Servicer as set forth in this Agreement, which failure continues
      unremedied for a period of 60 days, after the date (A) on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given to the Servicer by the Trustee, the Securities Administrator or by
      any Holder of a Regular Certificate evidencing at least 25% of the Voting
      Interests or (B) actual knowledge of such failure by a Servicing Officer
      of the Servicer; or

            (iv) The entry against the Servicer of a decree or order by a court
      or agency or supervisory authority having jurisdiction in the premises for
      the appointment of a trustee, conservator, receiver or liquidator in any
      insolvency, conservatorship, receivership, readjustment of debt,
      marshalling of assets and liabilities or similar proceedings, or for the
      winding up or liquidation of its affairs, and the continuance of any such
      decree or order unstayed and in effect for a period of 60 days; or

            (v) The Servicer shall voluntarily go into liquidation, consent to
      the appointment of a conservator or receiver or liquidator or similar
      person in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to the Servicer or of or
      relating to all or substantially all of its property; or a decree or order
      of a court or agency or supervisory authority having jurisdiction in the
      premises for the appointment of a conservator, receiver, liquidator or
      similar person in any insolvency, readjustment of debt, marshalling of
      assets and liabilities or similar proceedings, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Servicer
      and such decree or order shall have remained in force undischarged,
      unbonded or unstayed for a period of 60 days; or the Servicer shall admit
      in writing its inability to pay its debts generally as they become due,
      file a petition to take advantage of any applicable insolvency or
      reorganization statute, make an assignment for the benefit of its
      creditors or voluntarily suspend payment of its obligations; or

            (vi) the Servicer becoming ineligible to service for both Fannie Mae
      and Freddie Mac (unless remedied within 90 days).

            (b) Then, and in each and every such case, so long as a Servicer
Event of Termination shall not have been remedied within the applicable grace
period, (x) with respect solely to clause (i)(A) above, if such Advance is not
made by 1:00 p.m. New York City time on the Business Day immediately following
the Distribution Date, the Trustee may terminate all of the rights and
obligations of the Servicer under this Agreement and the Trustee shall assume
upon such termination (or, pursuant to Section 4.07(e), prior to such
termination in the case of the obligation to make Advances), pursuant to Section
7.02, the duties of a successor servicer (including, but not limited to, the
duty to make Advances required pursuant to this Agreement) and (y) in the case
of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee shall, at the direction
of the Holders of each Class of Regular Certificates evidencing Voting Interests
aggregating not less than 66 2/3%, by notice then given in writing to the
Servicer (and to the Trustee if given by Holders of Certificates), terminate all
of the rights and obligations of the Servicer as servicer under this Agreement.
Any such notice to the Servicer shall also be given to the Securities
Administrator, each Rating Agency and the Depositor. On or after the receipt by
the Servicer (and by the Trustee if such notice is given by the Holders) of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section or
successor servicer appointed in connection with Section 7.02; and, without
limitation, the Trustee or successor servicer is hereby authorized and empowered
to execute and deliver, on behalf of the Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each
Mortgage Loan and Related Documents or otherwise. The Servicer agrees to
cooperate with the Trustee (or the applicable successor servicer) in effecting
the termination of the responsibilities and rights of the Servicer hereunder,
including, without limitation, the delivery to the Trustee (or the applicable
successor servicer) of all documents and records requested by it to enable it to
assume the Servicer's functions under this Agreement within twenty Business Days
subsequent to such notice, the transfer within two Business Days subsequent to
such notice to the Trustee (or the applicable successor servicer) for the
administration by it of all cash amounts that shall at the time be held by the
Servicer and to be deposited by it in the Collection Account, the Distribution
Account or any Escrow Account or that have been deposited by the Servicer in
such accounts or thereafter received by the Servicer with respect to the
Mortgage Loans or any REO Property received by the Servicer. All reasonable
out-of-pocket costs and expenses (including attorneys' fees) incurred in
connection with transferring the servicing to the successor servicer and
amending this Agreement to reflect such succession as Servicer pursuant to this
Section shall be paid by the predecessor servicer (or if the predecessor
servicer is the Trustee, the initial servicer) upon presentation of reasonable
documentation of such costs and expenses, and if such predecessor Servicer
defaults in its obligation to pay such costs, such costs shall be paid by the
successor Servicer or the Trustee (in which case the successor Servicer or the
Trustee shall be entitled to reimbursement therefor from the assets of the
Trust).

            Notwithstanding any termination of the activities of a Servicer
hereunder, the Servicer shall be entitled to receive payment of all accrued and
unpaid Servicing Fees and reimbursement for all outstanding Advances and
Servicing Advances properly made prior to the date of termination.

            Section 7.02 Trustee to Act; Appointment of Successor. (a) Within 90
days of the time the Servicer (and the Trustee, if notice is sent by the
Holders) receives a notice of termination pursuant to Section 7.01 or 6.04, the
Trustee (or such other successor servicer as is approved in accordance with this
Agreement) shall be the successor in all respects to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof arising on and after its succession. As compensation therefor, the
Trustee (or such other successor servicer) shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the above, (i) if the
Trustee is unwilling to act as successor servicer or (ii) if the Trustee is
legally unable so to act, the Trustee shall appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having a
net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided, that the appointment of any
such successor servicer will not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates or the ratings that are
in effect by the Rating Agencies as evidenced by a letter to such effect from
the Rating Agencies. Pending appointment of a successor to the Servicer
hereunder, unless the Trustee is prohibited by law from so acting, the Trustee
shall act in such capacity as hereinabove provided. In connection with such
appointment and assumption, the successor shall be entitled to receive
compensation out of payments on Mortgage Loans in an amount equal to the
compensation which the Servicer would otherwise have received pursuant to
Section 3.18 (or such other compensation as the Trustee and such successor shall
agree, not to exceed the Servicing Fee). The successor servicer shall be
entitled to withdraw from the Collection Account all costs and expenses
associated with the transfer of the servicing to the successor servicer,
including costs and expenses of the Trustee. The appointment of a successor
servicer shall not affect any liability of the predecessor servicer which may
have arisen under this Agreement prior to its termination as Servicer to pay any
deductible under an insurance policy pursuant to Section 3.11 or to indemnify
the parties indicated in Section 3.24 pursuant to the terms thereof, nor shall
any successor servicer be liable for any acts or omissions of the predecessor
servicer or for any breach by such servicer of any of its representations or
warranties contained herein or in any related document or agreement. The Trustee
and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession.

            The predecessor Servicer and successor Servicer shall notify the
Securities Administrator, Depositor and Trustee of any such appointment at least
two Business Days prior to the effective date thereof and shall provide the
Securities Administrator, the Depositor and the Trustee with all information
required by the Depositor to comply with its reporting obligation under Item
6.02 of Form 8-K not later than the effective date of such appointment and the
successor Servicer shall report such event on Form 8-K within four business days
of the occurrence of such event.

            (b) Any successor, including the Trustee, to the Servicer as
servicer shall during the term of its service as servicer continue to service
and administer the Mortgage Loans for the benefit of Certificateholders, and
maintain in force a policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
Fidelity Bond in respect of its officers, employees and agents to the same
extent as the Servicer is so required pursuant to Section 3.12.

            Section 7.03 Waiver of Defaults. The Holders of Certificates
entitled to at least 66 2/3% of the Voting Interests allocated to the Classes of
Certificates affected by a Servicer Event of Termination may, on behalf of all
Certificateholders, waive any events permitting removal of the Servicer as
servicer pursuant to this Article VII, provided, however, that such Holders may
not waive a default in making a required distribution on a Certificate without
the consent of the Holder of such Certificate. Upon any waiver of a past
default, such default shall cease to exist and any Servicer Event of Termination
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Trustee to the Securities
Administrator and the Rating Agencies.

            Section 7.04 Notification to Certificateholders. (a) On any
termination or appointment of a successor to the Servicer pursuant to this
Article VII or Section 6.04, the Trustee shall give prompt written notice
thereof to the Securities Administrator and the Certificateholders at their
respective addresses appearing in the Certificate Register and each Rating
Agency.

            (b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicer Event of Termination for five Business Days after a Responsible Officer
of the Trustee becomes aware of the occurrence of such an event, the Trustee
shall transmit by mail to the Securities Administrator and all
Certificateholders notice of such occurrence unless such default or Servicer
Event of Termination shall have been waived or cured. Such notice shall be given
to the Rating Agencies promptly after any such occurrence.

            Section 7.05 Survival of Servicer Liabilities. Notwithstanding
anything herein to the contrary, upon termination of the Servicer hereunder, any
liabilities of the Servicer which accrued prior to such termination shall
survive such termination.

                                  ARTICLE VIII

                  THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            Section 8.01 Duties of Trustee and Securities Administrator. The
Trustee, prior to the occurrence of a Servicer Event of Termination of which a
Responsible Officer of the Trustee shall have actual knowledge and after the
curing of all Servicer Events of Termination which may have occurred, and the
Securities Administrator, each undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement as duties of the Trustee
and the Securities Administrator, respectively. If a Servicer Event of
Termination has occurred (which has not been cured), of which a Responsible
Officer of the Trustee has knowledge, the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

            Upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee and the
Securities Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement, the Trustee and the Securities
Administrator shall examine them to determine whether they conform to the
requirements of this Agreement; provided, however, that neither the Trustee or
the Securities Administrator shall be responsible for the accuracy or content of
any resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Servicer, the Seller or the Depositor
hereunder. If any such instrument is found not to conform in any material
respect to the requirements of this Agreement, the Trustee shall notify the
Certificateholders of such instrument in the event that the Trustee, after so
requesting, does not receive a satisfactorily corrected instrument.

            No provision of this Agreement shall be construed to relieve the
Trustee and the Securities Administrator from liability for its own negligent
action, its own negligent failure to act or its own misconduct; provided,
however, that:

            (i) prior to the occurrence of a Servicer Event of Termination, and
      after the curing of all such Servicer Events of Termination which may have
      occurred, the duties and obligations of the Trustee and the Securities
      Administrator shall be determined solely by the express provisions of this
      Agreement, neither the Trustee nor the Securities Administrator shall be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or
      obligations shall be read into this Agreement against the Trustee and the
      Securities Administrator and, in the absence of bad faith on the part of
      the Trustee or the Securities Administrator, the Trustee or the Securities
      Administrator, as the case may be, may conclusively rely, as to the truth
      of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Trustee or the
      Securities Administrator and conforming to the requirements of this
      Agreement;

            (ii) neither the Trustee nor the Securities Administrator shall be
      personally liable for an error of judgment made in good faith by a
      Responsible Officer of the Trustee or the Securities Administrator, unless
      it shall be proved that the Trustee or the Securities Administrator,
      respectively, was negligent in ascertaining or investigating the facts
      related thereto;

            (iii) neither the Trustee nor the Securities Administrator shall be
      personally liable with respect to any action taken, suffered or omitted to
      be taken by it in good faith in accordance with the direction of the
      Majority Certificateholders relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee or the
      Securities Administrator or exercising or omitting to exercise any trust
      or power conferred upon the Trustee or the Securities Administrator under
      this Agreement; and

            (iv) neither the Trustee nor the Securities Administrator shall be
      charged with knowledge of any failure by the Servicer to comply with the
      obligations of the Servicer referred to in clauses (i) and (ii) of Section
      7.01(a) or any Servicer Event of Termination unless a Responsible Officer
      of the Trustee or the Securities Administrator obtains actual knowledge of
      such failure or the Trustee or the Securities Administrator receives
      written notice of such failure from the Servicer or the Majority
      Certificateholders.

            Neither the Trustee nor the Securities Administrator shall be
required to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder, or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it, and none of the provisions contained in this
Agreement shall in any event require the Trustee or the Securities Administrator
to perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under this Agreement, except during such time, if
any, as the Securities Administrator shall be the successor to, and be vested
with the rights, duties, powers and privileges of, the Servicer in accordance
with the terms of this Agreement.

            Section 8.02 Certain Matters Affecting the Trustee and the
Securities Administrator. (a) Except as otherwise provided in Section 8.01:

            (i) the Trustee and the Securities Administrator may request and
      rely upon, and shall be protected in acting or refraining from acting
      upon, any resolution, Officer's Certificate, certificate of auditors or
      any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document
      reasonably believed by it to be genuine and to have been signed or
      presented by the proper party or parties;

            (ii) the Trustee and the Securities Administrator may consult with
      counsel and any advice or Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered or
      omitted by it hereunder in good faith and in accordance with such advice
      or Opinion of Counsel;

            (iii) neither the Trustee nor the Securities Administrator shall be
      under any obligation to exercise any of the rights or powers vested in it
      by this Agreement, or to institute, conduct or defend any litigation
      hereunder or in relation hereto, at the request, order or direction of the
      Certificateholders pursuant to the provisions of this Agreement, unless
      such Certificateholders shall have offered to the Trustee or the
      Securities Administrator, as the case may be, reasonable security or
      indemnity against the costs, expenses and liabilities which may be
      incurred therein or thereby; the right of the Trustee or the Securities
      Administrator, as the case may be, to perform any discretionary act
      enumerated in this Agreement shall not be construed as a duty, and neither
      the Trustee nor the Securities Administrator shall be answerable for other
      than its negligence or willful misconduct in the performance of any such
      act;

            (iv) neither the Trustee nor the Securities Administrator shall be
      personally liable for any action taken, suffered or omitted by it in good
      faith and believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Agreement;

            (v) prior to the occurrence of a Servicer Event of Termination and
      after the curing of all Servicer Events of Termination which may have
      occurred, neither the Trustee nor the Securities Administrator shall be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or documents,
      unless requested in writing to do so by the Majority Certificateholders;
      provided, however, that if the payment within a reasonable time to the
      Trustee or the Securities Administrator of the costs, expenses or
      liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee or the Securities
      Administrator, not reasonably assured to the Trustee or the Securities
      Administrator by the security afforded to it by the terms of this
      Agreement, the Trustee and the Securities Administrator may require
      reasonable indemnity against such cost, expense or liability as a
      condition to such proceeding. The reasonable expense of every such
      examination shall be paid by the Servicer or, if paid by the Trustee or
      the Securities Administrator, shall be reimbursed by the Servicer upon
      demand. Nothing in this clause (v) shall derogate from the obligation of
      the Servicer to observe any applicable law prohibiting disclosure of
      information regarding the Mortgagors;

            (vi) neither the Trustee nor the Securities Administrator shall be
      accountable, have any liability or make any representation as to any acts
      or omissions hereunder of the Servicer until such time as the Trustee may
      be required to act as Servicer pursuant to Section 7.02;

            (vii) each of the Trustee and the Securities Administrator may
      execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys or a
      custodian and neither the Trustee nor the Securities Administrator shall
      be responsible for any misconduct or negligence on the part of any such
      agent, attorney or custodian appointed by it with due care; and

            (viii) the right of the Trustee or the Securities Administrator to
      perform any discretionary act enumerated in this Agreement shall not be
      construed as a duty, and neither the Trustee nor the Securities
      Administrator shall be answerable for other than its negligence or willful
      misconduct in the performance of such act.

            Section 8.03 Trustee and Securities Administrator Not Liable for
Certificates or Mortgage Loans. The recitals contained herein and in the
Certificates (other than the authentication of the Trustee on the Certificates)
shall be taken as the statements of the Depositor, and neither the Trustee nor
the Securities Administrator assumes any responsibility for the correctness of
the same. Neither the Trustee nor the Securities Administrator makes any
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the signature and authentication of the Securities
Administrator on the Certificates, in the case of the Securities Administrator)
or of any Mortgage Loan or Related Document. Neither the Trustee nor the
Securities Administrator shall be accountable for the use or application by the
Servicer, or for the use or application of any funds paid to the Servicer in
respect of the Mortgage Loans or deposited in or withdrawn from the Collection
Account by the Servicer. Neither the Trustee nor the Securities Administrator
shall at any time have any responsibility or liability for or with respect to
the legality, validity and enforceability of any Mortgage or any Mortgage Loan,
or the perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than the Trustee's responsibility if the Trustee
shall assume the duties of the Servicer pursuant to Section 7.02); the validity
of the assignment of any Mortgage Loan to the Trustee or of any intervening
assignment; the completeness of any Mortgage Loan; the performance or
enforcement of any Mortgage Loan (other than the Trustee's responsibility if the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02); the
compliance by the Depositor or the Servicer with any warranty or representation
made under this Agreement or in any related document or the accuracy of any such
warranty or representation (except, in the case of the Trustee, after receipt of
notice of any non-compliance therewith or any breach thereof); any investment of
monies by or at the direction of the Servicer or any loss resulting therefrom,
it being understood that the Trustee shall remain responsible for any Trust
property that it may hold in its individual capacity; the acts or omissions of
any of the Servicer (other than the Trustee's responsibility if the Trustee
shall assume the duties of the Servicer pursuant to Section 7.02), or any
Mortgagor; any action of the Servicer (other than the Trustee's responsibility
if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02), taken in the name of the Trust; the failure of the Servicer to act or
perform any duties required of it as agent of the Trust hereunder (other than
the Trustee's responsibility if the Trustee shall assume the duties of the
Servicer pursuant to Section 7.02); or any action by the Trustee or the
Securities Administrator taken at the instruction of the Servicer (other than
the Trustee's responsibility if the Trustee shall assume the duties of the
Servicer pursuant to Section 7.02); provided, however, that the foregoing shall
not relieve the Trustee and the Securities Administrator of their obligation to
perform their respective duties under this Agreement. The Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder.

            Section 8.04 Trustee and Securities Administrator May Own
Certificates. Each of the Trustee and the Securities Administrator in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not Trustee or Securities
Administrator and may transact any banking and trust business with the Servicer,
the Depositor or their Affiliates.

            Section 8.05 Trustee and Securities Administrator Fees and Expenses.
The Securities Administrator shall be entitled to the investment income on funds
on deposit in the Distribution Account as set forth in Section 3.23. This shall
constitute compensation to the Securities Administrator for its activities
hereunder. The fees and expenses of the Trustee shall be paid in accordance with
a side letter agreement between the Trustee and the Securities Administrator.
The Trust shall reimburse the Trustee and the Securities Administrator for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
or the Securities Administrator in accordance with any of the provisions of this
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ),
except any such expense, disbursement or advance as may arise from its gross
negligence or bad faith or which is the responsibility of the Trustee or
Securities Administrator hereunder or that does not constitute an "unanticipated
expense" of a REMIC within the meaning of Treasury Regulation Section
1.860G(b)(3)(ii). In addition, the Trustee, the Securities Administrator and
their respective officers, directors, employees and agents shall be indemnified
by the Trust from, and held harmless against, any and all losses, liabilities,
damages, claims or expenses incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense (i) that constitutes a specific liability of the Trustee or the
Securities Administrator, as applicable, under this Agreement, (ii) incurred by
reason of willful misfeasance, bad faith or gross negligence of the Trustee or
Securities Administrator, as applicable, in the performance of its respective
duties hereunder or by reason of the Trustee's or the Securities
Administrator's, as the case may be, reckless disregard of its obligations and
duties hereunder or (iii) that does not constitute an "unanticipated expense" of
a REMIC within the meaning of Treasury Regulation Section 1.860G(b)(3)(ii). The
Trustee and its officers, directors, employees and agents shall be indemnified
by the Trust from, and held harmless against, any and all losses, liabilities,
damages, claims or expenses, including reasonable attorneys' fees, that may be
imposed on, incurred by or asserted against the Custodian in any way related to
or arising out of the Custodial Agreement or any action taken or not taken by
the Custodian and which the Trustee had paid to the Custodian pursuant to the
terms of the Custodial Agreement, other than any loss, liability or expense (i)
that constitutes a specific liability of the Custodian under the Custodial
Agreement or (ii) or incurred by reason of willful misfeasance, bad faith or
negligence of the Custodian in the performance of its duties under the Custodial
Agreement or by reason of the Custodian's reckless disregard of its obligations
under the Custodial Agreement. Subject to the provisions of this Article VIII,
the Trustee and its officers, directors, employees and agents shall be
indemnified by the Securities Administrator from, and held harmless against, any
and all losses, liabilities, damages, claims or expenses incurred by the Trustee
in connection with or arising out of the willful misfeasance, bad faith or
negligence of the Securities Administrator in the performance of its duties
under this Agreement or by reason of the Securities Administrator's reckless
disregard of its obligations and duties under this Agreement. Subject to the
provisions of this Article VIII, the Securities Administrator and its officers,
directors, employees and agents shall be indemnified by the Trustee from, and
held harmless against, any and all losses, liabilities, damages, claims or
expenses incurred by the Securities Administrator in connection with or arising
out of willful misfeasance, bad faith or negligence of the Trustee in the
performance of its duties under this Agreement or by reason of the Trustee's
reckless disregard of its obligations and duties under this Agreement. This
Section shall survive termination of this Agreement or the resignation or
removal of any Trustee or Securities Administrator hereunder.

            Section 8.06 Eligibility Requirements for Trustee and Securities
Administrator. Each of the Trustee and the Securities Administrator shall at all
times be (i) an entity duly organized and validly existing under the laws of the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 or a member of a bank holding system, the aggregate combined
capital surplus of which is at least $50,000,000, provided that its separate
capital and surplus shall at all times be at least the amount specified in
Section 310(a)(2) of the Trust Indenture Act of 1939, (ii) be subject to
supervision or examination by federal or state authority and (iii) have a
minimum long-term debt rating of [ ] by [ ] and [ ], and subject to supervision
or examination by federal or state authority. The Trustee shall not be an
affiliate of the Depositor or the Servicer. If such entity publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.06, the combined capital and surplus of such entity shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. The principal office of the Trustee and the Securities
Administrator (other than the initial Trustee or Securities Administrator) shall
be in a state with respect to which an Opinion of Counsel has been delivered to
such Trustee or Securities Administrator at the time such Trustee or Securities
Administrator is appointed Trustee or Securities Administrator, at such entity's
expense, to the effect that the Trust will not be a taxable entity under the
laws of such state. In case at any time the Trustee or Securities Administrator
shall cease to be eligible in accordance with the provisions of this Section
8.06, the Trustee or Securities Administrator shall resign immediately in the
manner and with the effect specified in Section 8.07. The Securities
Administrator (i) may not be the Originator, the Servicer, the Depositor or an
affiliate of the Depositor unless the Securities Administrator is in an
institutional trust department, (ii) must be authorized to exercise corporate
trust powers under the laws of its jurisdiction of organization, and (iii) must
be rated at least [ ] by [ ] and [ ] by [ ] (or such other rating acceptable to
[ ] and [ ] pursuant to a ratings confirmation). If no successor Securities
Administrator shall have been appointed and shall have accepted appointment
within 60 days after the Securities Administrator ceases to be the Securities
Administrator pursuant to this Section 8.06, then the Trustee shall perform the
duties of the Securities Administrator pursuant to this Agreement. The Trustee
shall notify the Rating Agencies of any change of Securities Administrator.

            Section 8.07 Resignation or Removal of Trustee and Securities
Administrator. The Trustee or the Securities Administrator may at any time
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Depositor, the Servicer and each Rating Agency. Upon receiving
such notice of resignation, the Depositor shall promptly appoint a successor
Trustee or Securities Administrator, by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee or
Securities Administrator, as applicable, and one copy to the successor Trustee
or Securities Administrator, as the case may be. If no successor Trustee or
Securities Administrator shall have been so appointed and having accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee or Securities Administrator may petition any court of
competent jurisdiction for the appointment of a successor Trustee or Securities
Administrator.

            If at any time the Trustee or the Securities Administrator shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor, or if at any
time the Trustee or the Securities Administrator shall be legally unable to act,
or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or the Securities
Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or Servicer may remove the
Trustee or the Securities Administrator, as the case may be. If the Depositor or
the Servicer removes the Trustee or the Securities Administrator under the
authority of the immediately preceding sentence, the Depositor shall promptly
appoint a successor Trustee or Securities Administrator by written instrument,
in duplicate, one copy of which instrument shall be delivered to the Trustee or
Securities Administrator so removed and one copy to the successor Trustee or
Securities Administrator.

            In addition, if (a) the Trustee or Securities Administrator fails to
comply with its obligations to deliver any assessment of servicing compliance or
registered public accounting firm attestation reports required pursuant to
Section 3.20 or (b) any Servicing Function Participant engaged by the Trustee or
Securities Administrator fails to comply with its obligations to deliver any
assessment of servicing compliance or registered public accounting firm
attestation reports, the Servicer, may, after consultation with the Depositor,
remove the Trustee or Securities Administrator and appoint a successor trustee
or securities administrator by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee or Securities Administrator
so removed and one copy to the successor trustee or securities administrator.

            The Majority Certificateholders may at any time remove the Trustee
or the Securities Administrator by written instrument or instruments delivered
to the Servicer, the Depositor, the Securities Administrator and the Trustee;
the Depositor shall thereupon use its best efforts to appoint a successor
Trustee or Securities Administrator, as the case may be in accordance with this
Section.

            Any resignation or removal of the Trustee or the Securities
Administrator and appointment of a successor Trustee or Securities Administrator
pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee or Securities
Administrator as provided in Section 8.08.

            Section 8.08 Successor Trustee and Successor Securities
Administrator. Any successor Trustee or Securities Administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Rating Agencies, the Servicer and to its predecessor Trustee or
Securities Administrator an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee or Securities
Administrator shall become effective, and such successor Trustee or Securities
Administrator, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with like effect as if originally named as Trustee or Securities
Administrator. The Depositor, the Servicer and the predecessor Trustee or
Securities Administrator shall execute and deliver such instruments and do such
other things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee or Securities Administrator all such rights,
powers, duties and obligations.

            No successor Trustee or Securities Administrator shall accept
appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee or Securities Administrator shall be eligible
under the provisions of Section 8.06 and the appointment of such successor
Trustee or Securities Administrator shall not result in a downgrading of the
Regular Certificates by either Rating Agency, as evidenced by a letter from each
Rating Agency.

            Upon acceptance of appointment by a successor Trustee or Securities
Administrator as provided in this Section 8.08, the successor Trustee or
Securities Administrator shall mail notice of the appointment of a successor
Trustee or Securities Administrator hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to each Rating Agency.

            Section 8.09 Merger or Consolidation of Trustee or Securities
Administrator. Any entity into which the Trustee or the Securities Administrator
may be merged or converted or with which it may be consolidated, or any entity
resulting from any merger, conversion or consolidation to which the Trustee or
the Securities Administrator shall be a party, or any entity succeeding to the
business of the Trustee or the Securities Administrator, shall be the successor
of the Trustee or Securities Administrator hereunder, provided such entity (i)
shall be eligible under the provisions of Section 8.06 and 8.08, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding and (ii) shall
notify the Depositor of any such merger, conversion or consolidation at least
two Business Days prior to the effective date thereof and shall provide the
Depositor and the Securities Administrator (if such entity is not replacing the
Securities Administrator) with all information required by the Depositor to
comply with its reporting obligations under Item 6.02 of Form 8-K not later than
the effective date of such merger, conversion or consolidation and the
Securities Administrator shall report such event on Form 8-K within four
business days of the occurrence of such event.

            Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust or any Mortgaged Property may at the time be located, the Depositor
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Servicer. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
the case a Servicer Event of Termination shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 8.06, and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required under
Section 8.08.

            Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

            (i) all rights, powers, duties and obligations conferred or imposed
      upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly
      (it being understood that such separate trustee or co-trustee is not
      authorized to act separately without the Trustee joining in such act),
      except to the extent that under any law of any jurisdiction in which any
      particular act or acts are to be performed, the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of
      title to the Trust or any portion thereof in any such jurisdiction) shall
      be exercised and performed singly by such separate trustee or co-trustee,
      but solely at the direction of the Trustee;

            (ii) no trustee hereunder shall be held personally liable by reason
      of any act or omission of any other trustee hereunder; and

            (iii) the Securities Administrator and the Trustee, acting jointly
      may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

            Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Depositor, the Securities Administrator, the Rating Agencies and the Servicer.

            Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.

            Section 8.11 Limitation of Liability. The Certificates are executed
by the Securities Administrator, not in its individual capacity but solely as
Securities Administrator of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Securities Administrator in the
Certificates is made and intended not as a personal undertaking or agreement by
the Securities Administrator but is made and intended for the purpose of binding
only the Trust.

            Section 8.12 Trustee or Securities Administrator May Enforce Claims
Without Possession of Certificates. (a) All rights of action and claims under
this Agreement or the Certificates may be prosecuted and enforced by the Trustee
or the Securities Administrator without the possession of any of the
Certificates or the production thereof in any proceeding relating thereto, and
such proceeding instituted by the Trustee or the Securities Administrator shall
be brought in its own name or in its capacity as Trustee or Securities
Administrator for the benefit of all Holders of such Certificates, subject to
the provisions of this Agreement. Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursement
and advances of the Trustee or Securities Administrator, as the case may be, or
their agents and counsel, be for the ratable benefit of the Certificateholders
in respect of which such judgment has been recovered.

            (b) The Trustee shall afford the Depositor, the Servicer, the
Securities Administrator and each Certificateholder upon reasonable notice
during normal business hours, access to all records maintained by the Trustee in
respect of its duties hereunder and access to officers of the Trustee
responsible for performing such duties. The Trustee shall cooperate fully with
the Servicer, the Depositor, the Securities Administrator and such
Certificateholder and shall make available to the Servicer, the Depositor, the
Securities Administrator and such Certificateholder for review and copying at
the expense of the party requesting such copies, such books, documents or
records as may be requested with respect to the Trustee's duties hereunder. The
Depositor, the Servicer, the Securities Administrator and the Certificateholders
shall not have any responsibility or liability for any action or failure to act
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.

            (c) The Securities Administrator shall afford the Depositor, the
Trustee, the Servicer and each Certificateholder upon reasonable notice during
normal business hours, access to all records maintained by the Securities
Administrator in respect of its duties hereunder and access to officers of the
Securities Administrator responsible for performing such duties. The Securities
Administrator shall cooperate fully with the Servicer, the Trustee, the
Depositor and such Certificateholder and shall make available to the Servicer,
the Trustee, the Depositor and such Certificateholder for review and copying at
the expense of the party requesting such copies, such books, documents or
records as may be requested with respect to the Securities Administrator's
duties hereunder. The Depositor, the Trustee, the Servicer and the
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Securities Administrator and are not obligated to
supervise the performance of the Securities Administrator under this Agreement
or otherwise.

            Section 8.13 Suits for Enforcement. In case a Servicer Event of
Termination or other default by the Servicer hereunder shall occur and be
continuing, the Trustee may proceed to protect and enforce its rights and the
rights of the Certificateholders under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy, as the Trustee, being advised by
counsel, and subject to the foregoing, shall deem most effectual to protect and
enforce any of the rights of the Trustee and the Certificateholders.

            Section 8.14 Waiver of Bond Requirement. The Trustee shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust, or any part thereof, may be located that the
Trustee post a bond or other surety with any court, agency or body whatsoever.

            Section 8.15 Waiver of Inventory, Accounting and Appraisal
Requirement. The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.

            Section 8.16 Appointment of Custodian. Wells Fargo Bank has been
appointed Custodian by the Trustee pursuant to the Custodial Agreement. If such
entity resigns or is terminated as Custodian pursuant to the Custodial
Agreement, the Trustee shall serve as Custodian or the Trustee may, with the
consent of the Depositor and the Servicer, appoint one or more Custodians to
hold all or a portion of the Mortgage Files as agent for the Trustee, by
entering into a custodial agreement in the form of the Custodial Agreement or
otherwise in a form acceptable to the Depositor and the Servicer. Subject to
this Article VIII, the Trustee agrees to comply with the terms of the Custodial
Agreement and any such custodial agreement and to enforce the terms and
provisions thereof against the Custodian for the benefit of the
Certificateholders. Each Custodian will be a depositary institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File and afforded the same
protections hereunder as the Trustee.

                                   ARTICLE IX

                     REMIC AND GRANTOR TRUST ADMINISTRATION

            Section 9.01 REMIC Administration. (a) The Trustee shall make or
cause to be made REMIC elections for each of REMIC 1, REMIC 2 and REMIC A as set
forth in the Preliminary Statement on Forms 1066 as prepared by the Securities
Administrator or other appropriate federal tax or information return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. The Securities Administrator shall prepare such Forms
1066 and any other appropriate federal tax or information return and deliver
them to the Trustee on a timely basis for the Trustee's execution. The Trustee
shall execute and the Securities Administrator shall file such forms. The
regular interests and residual interest in each REMIC shall be as designated in
the Preliminary Statement.

            (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 860G(a)(9) of the Code.

            (c) The Securities Administrator shall pay any and all tax related
expenses (not including taxes) of each REMIC, including but not limited to any
professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i) such
expenses are ordinary or routine expenses, including expenses of a routine audit
but not expenses of litigation (except as described in (ii)); or (ii) such
expenses or liabilities (including taxes and penalties) are attributable to the
negligence or willful misconduct of the Securities Administrator in fulfilling
its duties hereunder. The Securities Administrator shall be entitled to
reimbursement of expenses to the extent provided in clause (i) above from the
Trust.

            (d) The Securities Administrator shall prepare or cause to be
prepared, and cause the Trustee to sign and the Securities Administrator shall
file or cause to be filed, each REMIC's federal and state tax and information
returns as such REMIC's direct representative. The expenses of preparing and
filing such returns shall be borne by the Securities Administrator. The
Securities Administrator will apply for an Employer Identification Number from
the Internal Revenue Service via a form SS-4 or any other acceptable method for
all REMICs and other tax entities and will also file a Form 8811 with respect to
all such REMICs with the Internal Revenue Service.

            (e) The Holder of a Residual Certificate shall be the "tax matters
person" as defined in the REMIC Provisions (the "Tax Matters Person") with
respect to REMIC 1 and REMIC 2, and the Securities Administrator is irrevocably
designated as and shall act as attorney-in-fact and agent for such Tax Matters
Person for REMIC 1 and REMIC 2. The Holder of the Class R-X Certificate shall be
the Tax Matters Person with respect to REMIC A, and the Securities Administrator
is irrevocably designated as and shall act as attorney-in-fact and agent for
such Tax Matters Person for REMIC A. The Securities Administrator, as agent for
the Tax Matters Person, shall perform, on behalf of each REMIC, all reporting
and other tax compliance duties that are the responsibility of such REMIC under
the Code, the REMIC Provisions, or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority. Among its other
duties, if required by the Code, the REMIC Provisions, or other such guidance,
the Securities Administrator, as agent for the Tax Matters Person, shall provide
(i) to the Treasury or other governmental authority such information as is
necessary for the application of any tax relating to the transfer of a Class R
or Class R-X Certificate to any disqualified person or organization and (ii) to
the Certificateholders such information or reports as are required by the Code
or REMIC Provisions.

            (f) The Trustee, the Securities Administrator, the Servicer, and the
Holders of Certificates shall take any action or cause any REMIC formed under
this Agreement to take any action necessary to create or maintain the status of
such REMIC as a REMIC under the REMIC Provisions and shall assist each other as
necessary to create or maintain such status. None of the Trustee, the Servicer,
the Securities Administrator or the Holder of the Class R or Class R-X
Certificate shall take any action or cause any REMIC formed under this Agreement
to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of such REMIC as a REMIC or (ii) result in the
imposition of a tax upon such REMIC (including but not limited to the tax on
prohibited transactions as defined in Code Section 860F(a)(2) and the tax on
prohibited contributions set forth on Section 860G(d) of the Code) (either such
event, an "Adverse REMIC Event") unless the Securities Administrator, the
Trustee and the Servicer have received an Opinion of Counsel (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such a tax.
In addition, prior to taking any action with respect to any REMIC formed under
this Agreement or the assets therein, or causing such REMIC to take any action,
which is not expressly permitted under the terms of this Agreement, any Holder
of the Class R or Class R-X Certificate will consult with the Securities
Administrator, the Trustee and the Servicer, or their respective designees, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to REMIC 1 or REMIC 2, as applicable, and no such Person
shall take any such action or cause such REMIC to take any such action as to
which the Securities Administrator, the Trustee or the Servicer has advised it
in writing that an Adverse REMIC Event could occur.

            (g) The Holder of a Class R Certificate shall pay when due any and
all taxes imposed on REMIC 1 or REMIC 2 by federal or state governmental
authorities, but only from amounts, if any, distributable thereon. The Holder of
the Class R-X Certificate shall pay when due any and all taxes imposed on REMIC
A by federal or state governmental authorities, but only from amounts, if any,
distributable thereon. To the extent that such REMIC taxes are not paid by the
Class R or Class R-X Certificateholder, as applicable, the Securities
Administrator shall pay any remaining REMIC taxes out of future amounts
otherwise distributable to the Holder of the Class R or Class R-X Certificate,
as applicable, or, if no such amounts are available, out of other amounts held
in the Distribution Account, and shall reduce amounts otherwise payable to
Holders of the REMIC Regular Interests or the Certificates, as the case may be.

            (h) The Securities Administrator, shall, for federal income tax
purposes, maintain or cause to be maintained books and records with respect to
each REMIC formed under this Agreement on a calendar year and on an accrual
basis.

            (i) No additional contributions of assets shall be made to any REMIC
created hereunder, except as expressly provided in this Agreement with respect
to Eligible Substitute Mortgage Loans.

            (j) None of the Trustee, the Securities Administrator or the
Servicer shall enter into any arrangement by which any REMIC created hereunder
will receive a fee or other compensation for services.

            (k) On or before April 15 of each calendar year, beginning in 200 ,
the Securities Administrator shall deliver to each Rating Agency an Officer's
Certificate stating the Securities Administrator's compliance with those
provisions of this Section 9.01 applicable to it.

            (l) The Securities Administrator shall treat (i) the rights of the
Certificates (other than the Class CE, Class P, Class R and Class R-X
Certificates) to receive Cap Carryover Amounts as a right in interest rate cap
contracts written by the Class CE Certificateholders in favor of the Holders of
the Certificates (other than the Class CE, Class P, Class R and Class R-X
Certificates) and (ii) the rights of the Class CE Certificates under the Yield
Maintenance Agreement in accordance with the terms thereof and shall assign such
rights for federal tax return and information reporting a value of zero. The
Securities Administrator shall account for such as property held separate and
apart from the regular interests it holds in each of the REMICs created
hereunder. The provisions of this paragraph are intended to satisfy the
requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of
property rights coupled with regular interests to be separately respected and
shall be interpreted consistent with such regulation. On each Distribution Date,
to the extent the Certificates (other than the Class CE, Class P, Class R and
Class R-X Certificates) receive interest in excess of their Pass-Through Rate,
such interest will be treated as distributed to the Class CE Certificates,
together with any amount deposited in the Reserve Account in respect of the
Yield Maintenance Agreement, and then paid to the respective Classes of
Certificates (other than the Class CE, Class P, Class R and Class R-X
Certificates) pursuant to the related interest rate cap agreement.

            Section 9.02 Prohibited Transactions and Activities. (a) None of the
Depositor, the Servicer, the Securities Administrator or the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a disposition
pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the
Trust Fund, (iii) the termination of any REMIC pursuant to Article X of this
Agreement, (iv) a substitution pursuant to Article II of this Agreement, (v) a
repurchase of Mortgage Loans pursuant to Article II of this Agreement or (vi) an
optional purchase by the Depositor pursuant to Section 3.16 of this Agreement,
nor acquire any assets for any REMIC constituting part of the Trust Fund, nor
sell or dispose of any investments in the Distribution Account for gain, nor
accept any contributions to any REMIC constituting part of the Trust Fund after
the Closing Date, unless it has received an Opinion of Counsel (at the expense
of the party causing such sale, disposition, or substitution) that such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of such REMIC as a REMIC or of the interests therein other
than the Class R or Class R-X Certificates, as applicable, and as the regular
interests therein, (b) affect the distribution of interest or principal on the
Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause such REMIC to be subject to a tax on prohibited transactions or
prohibited contributions pursuant to the REMIC Provisions.

            (b) No Eligible Investments will be sold or disposed of at a gain
prior to maturity unless the Securities Administrator has received an Opinion of
Counsel or other evidence satisfactory to it that such sale or disposition will
not cause the Trust Fund to be subject to the tax on "prohibited transactions"
imposed by Code Section 860F(a)(1), otherwise subject the Trust Fund to tax, or
cause the Trust Fund to fail to qualify as a REMIC while any Certificates are
outstanding.

            Section 9.03 Indemnification with Respect to Certain Taxes and Loss
of REMIC Status. In the event that any REMIC formed hereunder fails to qualify
as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes
as a result of a prohibited transaction or prohibited contribution under the
REMIC Provisions due to the negligent performance by the Servicer, the Trustee
or the Securities Administrator of its duties and obligations set forth herein,
such person shall indemnify the Holder of the Class R or Class R-X Certificate,
as applicable, against any and all losses, claims, damages, liabilities or
expenses ("Losses") resulting from such negligence; provided, however, that no
such person shall be liable for any such Losses attributable to the action or
inaction of the Trustee, the Depositor or the Holder of the Class R or Class R-X
Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of the Class R or Class R-X Certificate,
as applicable, on which such person has relied. The foregoing shall not be
deemed to limit or restrict the rights and remedies of the Holder of the Class R
or Class R-X Certificate, as applicable, now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Servicer, the Trustee or the Securities
Administrator of its duties and obligations set forth herein, and (3) for any
special or consequential damages to Certificateholders (in addition to payment
of principal and interest on the Certificates).

            Section 9.04 REO Property. (a) Subject to compliance with applicable
laws and regulations as shall at any time be in force, and notwithstanding any
other provision of this Agreement, the Servicer, acting on behalf of the Trust
hereunder, shall not rent, lease, or otherwise earn income on behalf of any
REMIC created hereunder with respect to any REO Property which might cause such
REO Property to fail to qualify as "foreclosure" property within the meaning of
section 860G(a)(8) of the Code or result in the receipt by any REMIC created
hereunder of any "income from non-permitted assets" within the meaning of
section 860F(a)(2) of the Code or any "net income from foreclosure property"
which is subject to tax under the REMIC Provisions unless the Servicer has
advised the Trustee in writing to the effect that, under the REMIC Provisions,
such action would not adversely affect the status of any REMIC created hereunder
as a REMIC and any income generated for such REMIC by the REO Property would not
result in the imposition of a tax upon such REMIC.

            (b) The Servicer shall make reasonable efforts to sell any REO
Property for its fair market value. In any event, however, the Servicer shall
dispose of any REO Property before the close of the third calendar year
beginning after the year of its acquisition by the Trust Fund unless the
Servicer has received a grant of extension from the Internal Revenue Service to
the effect that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, any REMIC constituting part of the
Trust Fund may hold REO Property for a longer period without adversely affecting
its REMIC status or causing the imposition of a Federal or state tax upon any
REMIC constituting part of the Trust Fund. If the Servicer has received such an
extension, then the Servicer shall continue to attempt to sell the REO Property
for its fair market value as determined in good faith by the Servicer for such
longer period as such extension permits (the "Extended Period"). If the Servicer
has not received such an extension and the Servicer is unable to sell the REO
Property by September 30th of the third year after its acquisition by the Trust
Fund or if the Servicer has received such an extension, and the Servicer is
unable to sell the REO Property within the period ending three months before the
close of the Extended Period, the Servicer shall, before the end of the
applicable period, (i) purchase such REO Property at a price equal to the REO
Property's fair market value as determined in good faith by the Servicer or (ii)
auction the REO Property to the highest bidder (which may be the Servicer) in an
auction reasonably designed to produce a fair price prior to the expiration of
the applicable period.

            Section 9.05 Grantor Trust Administration. The parties intend that
the portions of the Trust Fund consisting of the right of the Class P
Certificates to receive Prepayment Penalties, Originator Prepayment Penalty
Payment Amounts and Servicer Prepayment Penalty Payment Amounts, the right of
the Certificates (other than the Class CE, Class P, Class R and Class R-X
Certificates) to receive Cap Carryover Amounts, the Reserve Account and the
right of the Class CE Certificates to receive Yield Maintenance Agreement
Payments subject to the obligation of the Class CE Certificates to pay Cap
Carryover Amounts, shall be treated as a "grantor trust" under the Code, and the
provisions hereof shall be interpreted consistently with this intention. In
furtherance of such intention, the Securities Administrator shall furnish or
cause to be furnished (i) the Holders of the Class P Certificates, (ii) to the
Holders of the Regular Certificates (other than the Class CE Certificates) and
(iii) to the Holders of the Class CE Certificates and shall file or cause to be
filed with the Internal Revenue Service together with Form 1041 or such other
form as may be applicable, their allocable shares of income and expenses with
respect to the property held by the Grantor Trust, at the time or times and in
the manner required by the Code.

                                   ARTICLE X

                                   TERMINATION

            Section 10.01 Termination. (a) The respective obligations and
responsibilities of the Servicer, the Depositor, the Trustee, the Securities
Administrator and the Certificate Registrar created hereby (other than the
obligation of the Securities Administrator to make certain payments to
Certificateholders after the final Distribution Date and the obligation of the
Securities Administrator to send certain notices as hereinafter set forth) shall
terminate upon notice to the Trustee and the Securities Administrator upon the
earliest of (i) the Distribution Date on which the Principal Balance of each
Class of Certificates has been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, and (iii) the optional
purchase by the Majority Class CE Certificateholder, or if there is no Majority
Class CE Certificateholder, the Depositor of the Mortgage Loans as described
below. Notwithstanding the foregoing, in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United
States to the Court of St. James, living on the date hereof.

            The Majority Class CE Certificateholder or Depositor may, at its
option, terminate the Trust Fund and retire the Certificates on the next
succeeding Distribution Date upon which the aggregate current Pool Balance is
less than 10% of the Pool Balance as of the Cut-off Date by purchasing all of
the outstanding (i) Mortgage Loans in the Trust Fund at a price equal to the sum
of the outstanding unpaid principal balance of the Mortgage Loans and except to
the extent previously advanced by the Servicer, accrued and unpaid interest
thereon at the weighted average of the Mortgage Interest Rates through the end
of the Collection Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances and any unpaid Servicing Fees allocable to such
Mortgage Loans and (ii) REO Properties in the Trust Fund at a price equal to
their fair market value as determined in good faith by the Servicer (the
"Termination Price"). If the Majority Class CE Certificateholder (or, if there
is no Majority Class CE Certificateholder, the Depositor or an affiliate of the
Depositor) is subject to regulation by the OCC, the FDIC, the Federal Reserve or
the Office of Thrift Supervision, however, the option may not be exercised
unless the aggregate fair market value of the Mortgage Loans and REO Properties
is greater than or equal to the Termination Price. Notwithstanding the
foregoing, no party may exercise this optional purchase right unless any
Reimbursement Amount owed to the Trust pursuant to Section 2.03 hereof has been
paid.

            Any such purchase shall be accomplished by delivery by the party
exercising the optional purchase right on the Determination Date before such
Distribution Date of the Termination Price to the Securities Administrator for
deposit into the Distribution Account as part of Available Funds.

            (b) Notice of any termination, specifying the Distribution Date
(which shall be a date that would otherwise be a Distribution Date) upon which
the Certificateholders may surrender their Certificates to the Securities
Administrator for payment of the final distribution and cancellation, shall be
given promptly by the Securities Administrator upon the Securities Administrator
receiving notice of such date from the Depositor by letter to the
Certificateholders and the Securities Administrator mailed not earlier than the
15th day of the month preceding the month of such final distribution and not
later than the 15th day of the month of such final distribution specifying (1)
the Distribution Date upon which final distribution of the Certificates will be
made upon presentation and surrender of such Certificates at the office or
agency of the Securities Administrator therein designated, (2) the amount of any
such final distribution and (3) that the Record Date otherwise applicable to
such Distribution Date is not applicable, distributions being made only upon
presentation and surrender of the Certificates at the office or agency of the
Securities Administrator therein specified. Not less than five (5) Business Days
prior to such Determination Date relating to such Distribution Date, the
Securities Administrator shall notify the Depositor of the amount of any unpaid
Reimbursement Amount owed to the Trust.

            (c) Upon presentation and surrender of the Certificates, the
Securities Administrator shall cause to be distributed to the Holders of the
Certificates on the Distribution Date for such final distribution, in proportion
to the Percentage Interests of their respective Class and to the extent that
funds are available for such purpose, an amount equal to the amount required to
be distributed to such Holders in accordance with the provisions of Sections
4.01 and 4.02 for such Distribution Date.

            (d) In the event that all Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before such final
Distribution Date, the Securities Administrator shall promptly following such
date cause all funds in the Distribution Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Servicer shall give
a second written notice to the remaining Certificateholders, to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within nine months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Residual
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto (except with respect to the Class CE and Class P
Certificates) and the Securities Administrator upon transfer of such funds shall
be discharged of any responsibility for such funds, and all other
Certificateholders shall look to the Residual Certificateholders for payment.

            Section 10.02 Additional Termination Requirements. (a) In the event
that the Majority Class CE Certificateholder or the Depositor exercises its
purchase option as provided in Section 10.01, the Trust shall be terminated in
accordance with the following additional requirements, unless the Securities
Administrator shall have been furnished with an Opinion of Counsel to the effect
that the failure of the Trust to comply with the requirements of this Section
will not (i) result in the imposition of taxes on "prohibited transactions" of
the Trust as defined in Section 860F of the Code or (ii) cause any REMIC
constituting part of the Trust Fund to fail to qualify as a REMIC at any time
that any Certificates (other than the Class P Certificates) are outstanding:

            (i) The Securities Administrator shall designate a date within 90
      days prior to the final Distribution Date as the date of adoption of plans
      of complete liquidation of each of REMIC 1, REMIC 2 and REMIC A and shall
      specify such date in the final federal income tax return of each REMIC;

            (ii) After the date of adoption of such plans of complete
      liquidation and at or prior to the final Distribution Date, the Securities
      Administrator shall sell all of the assets of the Trust to the Majority
      Class CE Certificateholder or Depositor, as applicable, for cash; and

            (iii) At the time of the making of the final payment on the
      Certificates, the Securities Administrator shall distribute or credit, or
      cause to be distributed or credited in the order of priority set forth in
      Section 4.02 and then (A) to the Class R Certificateholder, all cash on
      hand in respect of REMIC 1 and REMIC 2 and (B) to the Class R-X
      Certificateholder, all cash on hand in respect of REMIC A after such
      payment (other than cash retained to meet claims) and the Trust shall
      terminate at such time.

            (b) By their acceptance of Certificates, the Holders thereof hereby
      agree to appoint the Securities Administrator as their attorney in fact
      to: (i) designate such date of adoption of plans of complete liquidation
      and (ii) to take such other action in connection therewith as may be
      reasonably required to carry out such plans of complete liquidation all in
      accordance with the terms hereof.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

            Section 11.01 Amendment. This Agreement may be amended from time to
time by the Depositor, the Servicer, the Securities Administrator and the
Trustee without the consent of the Certificateholders (i) to cure any ambiguity
or mistake, (ii) to correct, modify or supplement any provision herein which may
be inconsistent with any other provision herein or the Prospectus or the Private
Placement Memorandum, (iii) to make any other provisions with respect to matters
or questions arising under this Agreement, which are not materially inconsistent
with the provisions of this Agreement, (iv) to conform the obligations of the
parties under this Agreement, or to add obligations of the parties to this
Agreement, if necessary, to comply with the requirements of Regulation AB or (v)
to comply with any requirements imposed by the Code; provided, however, that any
such action listed in clause (iii) above shall not adversely affect in any
material respect the interests of any Certificateholder, as evidenced by (a)
delivery to the Depositor, the Servicer, the Securities Administrator and the
Trustee of written notification from each Rating Agency that provides, at the
request of the Depositor, a rating for each outstanding Class of Certificates
(other than the Class CE, Class P and Residual Certificates) to the effect that
such amendment will not cause such Rating Agency to lower or withdrawal of the
then current rating of such outstanding Classes of Certificates with respect to
which it is a Rating Agency, or (b) an Opinion of Counsel delivered to the
Servicer, the Securities Administrator and the Trustee.

            In addition, this Agreement may be amended from time to time by the
Depositor, the Servicer, the Securities Administrator and the Trustee, with the
consent of the Majority Certificateholders for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment or waiver shall (x)
reduce in any manner the amount of, or delay the timing of, payments on the
Certificates which are required to be made on any Certificate without the
consent of the Holder of such Certificate, (y) adversely affect in any material
respect the interests of the Holders of any Class of Certificates in a manner
other than as described in clause (x) above, without the consent of the Holders
of Certificates of such Class aggregating at least 66 2/3% of the Voting
Interests evidenced by such Class, or (z) reduce the percentage of Voting
Interests required by clause (y) above without the consent of the Holders of all
Certificates of such Class then outstanding. Upon approval of an amendment, a
copy of such amendment shall be sent to the Rating Agencies. Prior to the
execution of any amendment to this Agreement, the Trustee and the Securities
Administrator will not consent to any amendment of the applicable Agreement
unless it shall first have received an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement. Each
of the Securities Administrator and Trustee may, but shall not be obligated to,
enter into any such amendment which affects the Trustee's or Securities
Administrator's own rights, duties or immunities under this Agreement.

            Notwithstanding any provision of this Agreement to the contrary,
neither the Securities Administrator, nor the Trustee shall consent to any
amendment to this Agreement unless it shall have first received an Opinion of
Counsel, delivered by (and at the expense of) the Person seeking such Amendment,
to the effect that such amendment will not result in the imposition of a tax on
any REMIC constituting part of the Trust Fund pursuant to the REMIC Provisions
or cause any REMIC constituting part of the Trust Fund to fail to qualify as a
REMIC or the Grantor Trust to fail to qualify as a grantor trust at any time
that any Certificates are outstanding and that the amendment is being made in
accordance with the terms hereof.

            Promptly after the execution of any such amendment the Securities
Administrator shall furnish, at the expense of the Person that requested the
amendment if such Person is the Servicer (but in no event at the expense of the
Trustee), otherwise at the expense of the Trust, a copy of such amendment and
the Opinion of Counsel referred to in the immediately preceding paragraph to the
Servicer and each Rating Agency.

            It shall not be necessary for the consent of Certificateholders
under this Section 11.01 to approve the particular form of any proposed
amendment; instead it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Securities Administrator may prescribe.

            Section 11.02 Recordation of Agreement; Counterparts. To the extent
permitted by applicable law, this Agreement is subject to recordation in all
appropriate public offices for real property records in all the counties or
other comparable jurisdictions in which any or all of the properties subject to
the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the expense of
the Trust, but only upon direction of Certificateholders, accompanied by an
Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.

            For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall together constitute but
one and the same instrument.

            Section 11.03 Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not (i) operate to terminate this
Agreement or the Trust, (ii) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

            Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

            No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as herein provided, and unless also the Holders of
Certificates entitled to at least 25% of the Voting Interests shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood
and intended, and expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

            Section 11.04 Governing Law; Jurisdiction. This Agreement shall be
construed in accordance with the laws of the State of New York, and the
obligations, rights and remedies of the parties hereunder shall be determined in
accordance with such laws. With respect to any claim arising out of this
Agreement, each party irrevocably submits to the exclusive jurisdiction of the
courts of the State of New York and the United States District Court located in
the Borough of Manhattan in The City of New York, and each party irrevocably
waives any objection which it may have at any time to the laying of venue of any
suit, action or proceeding arising out of or relating hereto brought in any such
courts, irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in any inconvenient forum and further
irrevocably waives the right to object, with respect to such claim, suit, action
or proceeding brought in any such court, that such court does not have
jurisdiction over such party, provided that service of process has been made by
any lawful means.

            Section 11.05 Notices. All directions, demands and notices hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by first class mail, postage prepaid, or by express
delivery service, or, in the case of the Securities Administrator, sent by
facsimile, to (a) in the case of the Trustee, HSBC Bank USA, National
Association, 452 Fifth Avenue, New York, New York 10018, Attention: WFHET 200 -
, or such other address as may hereafter be furnished to the Depositor, the
Securities Administrator and the Servicer in writing by the Trustee, (b) in the
case of the Depositor, Wells Fargo Asset Securities Corporation, 7430 New
Technology Way, Frederick, Maryland 21703, Attention: Vice President, Structured
Finance, or such other address as may be furnished to the Servicer, the
Securities Administrator and the Trustee in writing by the Depositor, (c) in the
case of the Servicer, Wells Fargo Bank, N.A., 405 Southwest 5th Street, Des
Moines, Iowa 50309, Attention: Senior Vice President, Servicing, and Wells Fargo
Bank, N.A., 1 Home Campus, Des Moines, Iowa 50328 0001, Attention: John B.
Brown, MAC X2401 042, or such other address as may be hereafter furnished to the
Depositor, the Trustee and the Securities Administrator by the Servicer in
writing and (d) in the case of the Securities Administrator, Wells Fargo Bank,
N.A., 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Client
Manager-WFHET, Series 200 - , or such other address as may be hereafter
furnished to the Depositor, the Trustee and the Servicer by the Securities
Administrator in writing or by facsimile at (410) 715-2380. Any notice required
or permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. Notice of any Servicer Event of Termination shall be given by telecopy
and by certified mail. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have duly been given when mailed,
whether or not the Certificateholder receives such notice. A copy of any notice
required to be telecopied hereunder shall also be mailed to the appropriate
party in the manner set forth above.

            Section 11.06 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 11.07 Article and Section References.

            All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.

            Section 11.08 Notice to the Rating Agencies. (a) Each of the Trustee
and the Securities Administrator shall be obligated to use its reasonable
efforts promptly to provide notice to the Rating Agencies with respect to each
of the following of which a Responsible Officer of the Trustee or the Securities
Administrator, as the case may be, has actual knowledge:

            (i) any material change or amendment to this Agreement;

            (ii) the occurrence of any Servicer Event of Termination that has
      not been cured or waived;

            (iii) the resignation or termination of the Servicer, the Securities
      Administrator or the Trustee;

            (iv) the final payment to Holders of the Certificates of any Class;

            (v) any change in the location of any Account; and

            (vi) if the Trustee is acting as successor servicer pursuant to
      Section 7.02 hereof, any event that would result in the inability of the
      Trustee to make Advances.

            In addition, the Securities Administrator shall promptly furnish to
each Rating Agency copies of the following:

                  (A) each annual statement as to compliance described in
            Section 3.19 hereof;

                  (B) each annual independent public accountants' servicing
            report described in Section 3.20 hereof; and

                  (C) each notice delivered pursuant to Section 7.01(a) hereof
            which relates to the fact that the Servicer has not made an Advance.

            Any such notice pursuant to this Section 11.08 shall be in writing
and shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to: [ ] [ ],
Attention: [ ]; and [ ], [ ], Attention: [ ].

            Section 11.09 Further Assurances. Notwithstanding any other
provision of this Agreement, neither the Regular Certificateholders, the
Securities Administrator nor the Trustee shall have any obligation to consent to
any amendment or modification of this Agreement unless they have been provided
reasonable security or indemnity against their out-of-pocket expenses (including
reasonable attorneys' fees) to be incurred in connection therewith.

            Section 11.10 Benefits of Agreement. Nothing in this Agreement or in
the Certificates, expressed or implied, shall give to any Person, other than the
Certificateholders and the parties hereto and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim under this Agreement,
except that the Custodian is an express third party beneficiary of this
Agreement for purposes of Section 8.05.

            Section 11.11 Acts of Certificateholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by the Certificateholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Certificateholders in person or by agent duly appointed in writing; and
such action shall become effective when such instrument or instruments are
delivered to the Trustee, the Securities Administrator and the Servicer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "act" of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Securities
Administrator, the Trustee and the Trust, if made in the manner provided in this
Section 11.11.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

            (c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by any Certificateholder shall bind every future Holder
of such Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee, the
Securities Administrator or the Trust in reliance thereon, whether or not
notation of such action is made upon such Certificate.

            Section 11.12 Regulation AB Compliance; Intent of Parties;
Reasonableness.

            The parties hereto acknowledge that interpretations of the
requirements of Regulation AB may change over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among participants
in the asset-backed securities markets, advice of counsel, or otherwise, and
agree to comply with requests made by the Depositor or the Securities
Administrator in good faith for delivery of information under these provisions
on the basis of evolving interpretations of Regulation AB. In connection with
the Trust, the parties hereto shall cooperate fully with the Securities
Administrator and the Depositor to deliver to the Securities Administrator
and/or the Depositor, any and all statements, reports, certifications, records
and any other information available to such party and reasonably necessary in
the good faith determination of the Depositor or the Securities Administrator to
permit the Depositor or the Securities Administrator to comply with the
provisions of Regulation AB, together with such disclosures reasonably believed
by the Depositor or the Securities Administrator to be necessary in order to
effect such compliance.

<PAGE>

            IN WITNESS WHEREOF, the Depositor, the Servicer, the Securities
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, all as of the day and year
first above written.

                                       WELLS FARGO ASSET SECURITIES
                                          CORPORATION, as Depositor


                                       By:____________________________________
                                          Name:
                                          Title:


                                       WELLS FARGO BANK, N.A., as Servicer


                                       By:____________________________________
                                          Name:
                                          Title:


                                       WELLS FARGO BANK, N.A., as Securities
                                          Administrator


                                       By:____________________________________
                                          Name:
                                          Title:


                                       HSBC BANK USA, NATIONAL ASSOCIATION,
                                          as Trustee


                                       By:____________________________________
                                          Name:
                                          Title:

<PAGE>

STATE OF                )
                        ) ss.:
COUNTY OF               )

            On the ____ day _____ of before me, a notary public in and for said
State, personally appeared ____________, known to me to be a ____________of
Wells Fargo Asset Securities Corporation, a Delaware corporation, that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                       Notary Public

<PAGE>

STATE OF                )
                        ) ss.:
COUNTY OF               )

            On the ___ day _____ of before me, a notary public in and for said
State, personally appeared ____________, known to me to be a ________________ of
Wells Fargo Bank, N.A., a national banking association, that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said association, and acknowledged to me that such corporation executed the
within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                       Notary Public

<PAGE>

STATE OF                )
                        ) ss.:
COUNTY OF               )

            On the day of before me, a notary public in and for said State,
personally appeared _______________, known to me to be a _______ of Wells Fargo
Bank, N.A., a national banking association, that executed the within instrument,
and also known to me to be the person who executed it on behalf of said
association, and acknowledged to me that such association executed the within
instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                       Notary Public

<PAGE>

STATE OF                )
                        ) ss.:
COUNTY OF               )

            On the ___ day of before me _____, a notary public in and for said
State, personally appeared _______________, known to me to be a ____________ of
HSBC Bank USA, National Association, a national banking association, that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said association, and acknowledged to me that such
association executed the within instrument.

            IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

                                       Notary Public

<PAGE>

                                   EXHIBIT A-1

                      [FORM OF THE CLASS AI-1A CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS AI-1A

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class AI-1A                Original Principal Balance of the
                                         Class AI-1A Certificates as of the
                                         Closing Date:  $[     ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing:
[        ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[        ]                               Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date:  [         ]

CUSIP:  [       ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class AI-1A Certificates)
in that certain beneficial ownership interest evidenced by all the Class AI-1A
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class AI-1A Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class AI-1A Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class AI-1A Certificates for each
Distribution Date will be the lesser of (i) the Class AI-1A Formula Rate and
(ii) the Group I Cap. Interest will accrue on the Class AI-1A Certificates
during each Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class AI-1A
Certificates.

            The Class AI-1A Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Securities Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Securities Administrator and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Interests
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Securities Administrator and required to be paid to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Principal Balance of the Mortgage Loans at the time of purchase
being less than 10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT A-2

                      [FORM OF THE CLASS AI-1B CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS AI-1B

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class AI-1B                Original Principal Balance of the Class
                                         AI-1B Certificates as of the Closing
                                         Date: $[ ] Pass-Through Rate: Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement:  [        ]
                                         Servicer:  Wells Fargo Bank, N.A.
First Distribution Date:
[        ]                               Trustee:  HSBC Bank USA, National
                                         Association
No.
                                         Closing Date:  [         ]

CUSIP:  [       ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class AI-1B Certificates)
in that certain beneficial ownership interest evidenced by all the Class AI-1B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class AI-1B Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class AI-1B Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class AI-1B Certificates for each
Distribution Date will be the lesser of (i) the Class AI-1B Formula Rate and
(ii) the Group I Cap. Interest will accrue on the Class AI-1B Certificates
during each Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class AI-1B
Certificates.

            The Class AI-1B Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Securities Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Securities Administrator and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Interests
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Securities Administrator and required to be paid to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Principal Balance of the Mortgage Loans at the time of purchase
being less than 10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:
                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT A-3

                      [FORM OF THE CLASS AII-1 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS AII-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class AII-1                Original Principal Balance of the
                                         Class AII-1 Certificates as of the
                                         Closing Date:  $[             ]

Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement:  [        ]
                                         Servicer:  Wells Fargo Bank, N.A.
First Distribution Date:
[        ]                               Trustee:  HSBC Bank USA, National
                                         Association
No.
                                         Closing Date:  [         ]

CUSIP:  [       ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class AII-1 Certificates)
in that certain beneficial ownership interest evidenced by all the Class AII-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class AII-1 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class AII-1 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class AII-1 Certificates for each
Distribution Date will be the lesser of (i) the Class AII-1 Formula Rate and
(ii) the Group II Cap. Interest will accrue on the Class AII-1 Certificates
during each Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class AII-1
Certificates.

            The Class AII-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Securities Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Securities Administrator and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Interests
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.


<PAGE>

                                   EXHIBIT A-4

                      [FORM OF THE CLASS AII-2 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

                  WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS AII-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class AII-2                Original Principal Balance of the
                                         Class AII-2 Certificates as of the
                                         Closing Date:  $[             ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement:  [        ]
                                         Servicer:  Wells Fargo Bank, N.A.
First Distribution Date:
[        ]                               Trustee:  HSBC Bank USA, National
                                         Association
No.
                                         Closing Date:  [         ]

CUSIP:  [       ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class AII-2 Certificates)
in that certain beneficial ownership interest evidenced by all the Class AII-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class AII-2 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class AII-2 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class AII-2 Certificates for each
Distribution Date will be the lesser of (i) the Class AII-2 Formula Rate and
(ii) the Group II Cap. Interest will accrue on the Class AII-2 Certificates
during each Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class AII-2
Certificates.

            The Class AII-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Securities Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Securities Administrator and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Interests
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT A-5

                      [FORM OF THE CLASS AII-3 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

                  WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS AII-3

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class AII-3                Original Principal Balance of the
                                         Class AII-3 Certificates as of the
                                         Closing Date:  $[             ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement:  [        ]
                                         Servicer:  Wells Fargo Bank, N.A.
First Distribution Date:
[        ]                               Trustee:  HSBC Bank USA, National
                                         Association
No.
                                         Closing Date:  [         ]

CUSIP:  [       ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class AII-3 Certificates)
in that certain beneficial ownership interest evidenced by all the Class AII-3
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class AII-3 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class AII-3 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class AII-3 Certificates for each
Distribution Date will be the lesser of (i) the Class AII-3 Formula Rate and
(ii) the Group II Cap. Interest will accrue on the Class AII-3 Certificates
during each Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class AII-3
Certificates.

            The Class AII-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Securities Administrator and the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Servicer, the Securities Administrator and the Trustee with the
consent of the Holders of Certificates entitled to the Voting Interests
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT B-1

                         [FORM OF CLASS M-1 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS  CERTIFICATE  IS  SUBORDINATED  IN RIGHT OF  PAYMENT  TO THE SENIOR
      CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-1

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-1                  Original Principal Balance of the
                                         Class M-1 Certificates as of the
                                         Closing Date:  $[             ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement:  [        ]
                                         Servicer:  Wells Fargo Bank, N.A.
First Distribution Date:
[        ]                               Trustee:  HSBC Bank USA, National
                                         Association
No.
                                         Closing Date:  [         ]
CUSIP: [        ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-1 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-1 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-1 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-1 Certificates for each
Distribution Date will be the lesser of (i) the Class M-1 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-1 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-1
Certificates.

            The Class M-1 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior
Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Securities Administrator and required to be paid to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Principal Balance of the Mortgage Loans at the time of purchase
being less than 10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT B-2

                         [FORM OF CLASS M-2 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR AND
      CLASS M-1 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-2

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-2                  Original Principal Balance of the
                                         Class M-2 Certificates as of the
                                         Closing Date:  $[             ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement:  [        ]
                                         Servicer:  Wells Fargo Bank, N.A.
First Distribution Date:
[        ]                               Trustee:  HSBC Bank USA, National
                                         Association
No.
                                         Closing Date:  [         ]
CUSIP: [        ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-2 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-2 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-2 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-2 Certificates for each
Distribution Date will be the lesser of (i) the Class M-2 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-2 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-2
Certificates.

            The Class M-2 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior
Certificates and Class M-1 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT B-3

                         [FORM OF CLASS M-3 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1 AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-3

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-3                  Original Principal Balance of the
                                         Class M-3 Certificates as of the
                                         Closing Date:  $[         ]

Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [           ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[       ]                                Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [        ]

CUSIP:  [       ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-3 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-3
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-3 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-3 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-3 Certificates for each
Distribution Date will be the lesser of (i) the Class M-3 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-3 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-3
Certificates.

            The Class M-3 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1 and Class M-2 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                         [FORM OF CLASS M-4 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2 AND CLASS M-3 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-4

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-4                  Original Principal Balance of the
                                         Class M-4 Certificates as of the
                                         Closing Date:  $[             ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [                    ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[                    ]                   Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [                    ]

CUSIP:  [             ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-4 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-4
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-4 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-4 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-4 Certificates for each
Distribution Date will be the lesser of (i) the Class M-4 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-4 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-4
Certificates.

            The Class M-4 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2 and Class M-3 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>
                                   EXHIBIT B-5

                         [FORM OF CLASS M-5 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3 AND CLASS M-4 CERTIFICATES AS DESCRIBED IN THE
      AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-5

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-5                  Original Principal Balance of the
                                         Class M-5 Certificates as of the
                                         Closing Date:  $[        ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [         ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[           ]                            Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [           ]

CUSIP:  [        ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-5 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-5
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-5 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-5 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-5 Certificates for each
Distribution Date will be the lesser of (i) the Class M-5 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-5 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-5
Certificates.

            The Class M-5 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3 and Class M-4 Certificates as described in the
Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT B-6

                         [FORM OF CLASS M-6 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4 AND CLASS M-5 CERTIFICATES AS
      DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-6

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-6                  Original Principal Balance of the
                                         Class M-6 Certificates as of the
                                         Closing Date:  $[          ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [         ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[           ]                            Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [          ]

CUSIP:  [          ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-6 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-6
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-6 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-6 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-6 Certificates for each
Distribution Date will be the lesser of (i) the Class M-6 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-6 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-6
Certificates.

            The Class M-6 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5 Certificates as
described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT B-7

                         [FORM OF CLASS M-7 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5 AND CLASS M-6 CERTIFICATES
      AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-7

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-7                  Original Principal Balance of the
                                         Class M-7 Certificates as of the
                                         Closing Date:  $[        ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [          ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[         ]                              Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [          ]

CUSIP:  [         ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-7 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-7
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-7 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-7 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-7 Certificates for each
Distribution Date will be the lesser of (i) the Class M-7 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-7 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-7
Certificates.

            The Class M-7 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6 Certificates
as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT B-8

                         [FORM OF CLASS M-8 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6 AND CLASS M-7
      CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-8

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-8                  Original Principal Balance of the
                                         Class M-8 Certificates as of the
                                         Closing Date:  $[         ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [          ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[         ]                              Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [         ]

CUSIP:  [       ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-8 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-8
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-8 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-8 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-8 Certificates for each
Distribution Date will be the lesser of (i) the Class M-8 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-8 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-8
Certificates.

            The Class M-8 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 and Class M-7
Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT B-9

                         [FORM OF CLASS M-9 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7 AND
      CLASS M-8 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS M-9

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-9                  Original Principal Balance of the
                                         Class M-9 Certificates as of the
                                         Closing Date:  $[             ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [                    ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[                    ]                   Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [          ]

CUSIP:  [             ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-9 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-9
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-9 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-9 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-9 Certificates for each
Distribution Date will be the lesser of (i) the Class M-9 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-9 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-9
Certificates.

            The Class M-9 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and
Class M-8 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                  EXHIBIT B-10

                        [FORM OF CLASS M-10 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
      CLASS M-8 AND CLASS M-9 CERTIFICATES AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS M-10

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-10                 Original Principal Balance of the
                                         Class M-10 Certificates as of the
                                         Closing Date:  $[          ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [          ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[            ]                           Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [         ]

CUSIP:  [          ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-10 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-10
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-10 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this CertifiScate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-10 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-10 Certificates for each
Distribution Date will be the lesser of (i) the Class M-10 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-10 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-10
Certificates.

            The Class M-10 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8 and Class M-9 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                  EXHIBIT B-11

                        [FORM OF CLASS M-11 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
      CLASS M-8, CLASS M-9 AND CLASS M-10 CERTIFICATES AS DESCRIBED IN THE
      AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

<PAGE>

                    WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS M-11

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-11                 Original Principal Balance of the
                                         Class M-11 Certificates as of the
                                         Closing Date:  $[          ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [         ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[           ]                            Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [           ]

CUSIP:  [         ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-11 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-11
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-11 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-11 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-11 Certificates for each
Distribution Date will be the lesser of (i) the Class M-11 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-11 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-11
Certificates.

            The Class M-11 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9 and Class M-10 Certificates as described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                  EXHIBIT B-12

                        [FORM OF CLASS M-12 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
      CLASS M-8, CLASS M-9, CLASS M-10 AND CLASS M-11 CERTIFICATES AS DESCRIBED
      IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY
      STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
      WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
      TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

      THE INITIAL PURCHASER IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER
      OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN,
      IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
      FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
      BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
      INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE
      OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE
      (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN
      THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS
      CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE
      CERTIFICATE REGISTRAR AND DEPOSITOR EITHER (I) A REPRESENTATION LETTER, IN
      FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
      DEPOSITOR, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY
      SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR
      (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
      PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS
      SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE
      IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S
      RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH
      PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
      THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
      EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
      LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
      SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
      HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
      APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
      TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE EFFECT THAT THE
      PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL
      NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
      MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT
      SUBJECT THE DEPOSITOR, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION IN ADDITION TO
      THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE
      MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO
      IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
      REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
      PRECEDING SENTENCE TO THE CERTIFICATE REGISTRAR AND DEPOSITOR. THE POOLING
      AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
      IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL
      VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.

<PAGE>

                  WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS M-12

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-12                 Original Principal Balance of the
                                         Class M-12 Certificates as of the
                                         Closing Date:  $[       ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [          ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[           ]                            Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [          ]

CUSIP:  [        ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-12 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-12
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-12 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-12 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-12 Certificates for each
Distribution Date will be the lesser of (i) the Class M-12 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-12 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-12
Certificates.

            The Class M-12 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9, Class M-10 and Class M-11 Certificates as described in the
Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement (as to which, so long as this Certificate is a Book-Entry Certificate,
the representations and agreements made therein will be deemed to have been made
by the prospective transferor and/or the prospective transferee, as applicable).
None of the Depositor, the Certificate Registrar or the Trustee is obligated to
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any transferor desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
Certificate Registrar and the Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                  EXHIBIT B-13

                        [FORM OF CLASS M-13 CERTIFICATE]

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
      TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
      AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
      SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
      (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
      OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

      THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR, CLASS
      M-1, CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7,
      CLASS M-8, CLASS M-9, CLASS M-10, CLASS M-11 AND CLASS M-12 CERTIFICATES
      AS DESCRIBED IN THE AGREEMENT.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS
      BENEFICIAL OWNERSHIP OF A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE
      INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
      860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE") AND CERTAIN OTHER PROPERTY.

      THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF ANY
      STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
      WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
      TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

      THE INITIAL PURCHASER IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER
      OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN,
      IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET
      FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

      UNDER CURRENT LAW THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON
      BEHALF OF ANY EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, INCLUDING AN
      INDIVIDUAL RETIREMENT ACCOUNT, SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), THE CODE OR ANY FEDERAL, STATE
      OR LOCAL LAW ("SIMILAR LAW") WHICH IS SIMILAR TO ERISA OR THE CODE
      (COLLECTIVELY, A "PLAN"), MAY RESULT IN "PROHIBITED TRANSACTIONS" WITHIN
      THE MEANING OF ERISA, THE CODE OR SIMILAR LAW. TRANSFER OF THIS
      CERTIFICATE WILL NOT BE MADE UNLESS THE TRANSFEREE DELIVERS TO THE
      CERTIFICATE REGISTRAR AND DEPOSITOR EITHER (I) A REPRESENTATION LETTER, IN
      FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE
      DEPOSITOR, STATING THAT (A) IT IS NOT, AND IS NOT ACTING ON BEHALF OF, ANY
      SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH PURCHASE OR
      (B) IF IT IS AN INSURANCE COMPANY, THAT THE SOURCE OF FUNDS USED TO
      PURCHASE THIS CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT" (AS
      SUCH TERM IS DEFINED IN SECTION V(E) OF PROHIBITED TRANSACTION CLASS
      EXEMPTION 95-60 ("PTE 95-60"), 60 FED. REG. 35925 (JULY 12, 1995)), THERE
      IS NO PLAN WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S
      RESERVES AND LIABILITIES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH
      PLAN AND ALL OTHER PLANS MAINTAINED BY THE SAME EMPLOYER (OR AFFILIATE
      THEREOF AS DEFINED IN SECTION V(A)(1) OF PTE 95-60) OR BY THE SAME
      EMPLOYEE ORGANIZATION EXCEEDS 10% OF THE TOTAL OF ALL RESERVES AND
      LIABILITIES OF SUCH GENERAL ACCOUNT (AS SUCH AMOUNTS ARE DETERMINED UNDER
      SECTION I(A) OF PTE 95-60) AT THE DATE OF ACQUISITION AND ALL PLANS THAT
      HAVE AN INTEREST IN SUCH GENERAL ACCOUNT ARE PLANS TO WHICH PTE 95-60
      APPLIES, OR (II) AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY
      TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE EFFECT THAT THE
      PURCHASE OR HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF SUCH PLAN WILL
      NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE
      MEANING OF ERISA, SECTION 4975 OF THE CODE OR SIMILAR LAW AND WILL NOT
      SUBJECT THE DEPOSITOR, THE SERVICER, THE SECURITIES ADMINISTRATOR, THE
      TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION IN ADDITION TO
      THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT. EACH PERSON WHO
      ACQUIRES THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE DEEMED TO HAVE
      MADE THE REPRESENTATIONS REQUIRED BY THE REPRESENTATION LETTER REFERRED TO
      IN THE PRECEDING SENTENCE, UNLESS SUCH PERSON SHALL HAVE PROVIDED SUCH
      REPRESENTATION LETTER OR THE OPINION OF COUNSEL REFERRED TO IN THE
      PRECEDING SENTENCE TO THE CERTIFICATE REGISTRAR AND DEPOSITOR. THE POOLING
      AND SERVICING AGREEMENT PROVIDES THAT ANY ATTEMPTED OR PURPORTED TRANSFER
      IN VIOLATION OF THESE TRANSFER RESTRICTIONS WILL BE NULL AND VOID AND WILL
      VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.

<PAGE>

                  WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                            SERIES 20 - , CLASS M-13

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class M-13                 Original Principal Balance of the
                                         Class M-13 Certificates as of the
                                         Closing Date:  $[             ]
Pass-Through Rate:  Floating

                                         Initial Principal Balance: $
Date of Pooling and Servicing
Agreement: [          ]
                                         Servicer:  Wells Fargo Bank, N.A.

First Distribution Date:
[           ]                            Trustee:  HSBC Bank USA, National
                                         Association

No.
                                         Closing Date: [          ]

CUSIP:  [        ]

      DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CERTIFICATE
      MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
      PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
      ABOVE.

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Principal Balance of this
Certificate by the Original Principal Balance of the Class M-13 Certificates) in
that certain beneficial ownership interest evidenced by all the Class M-13
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Wells Fargo Asset
Securities Corporation (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class M-13 Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class M-13 Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            The Pass-Through Rate for the Class M-13 Certificates for each
Distribution Date will be the lesser of (i) the Class M-13 Formula Rate and (ii)
the Pool Cap. Interest will accrue on the Class M-13 Certificates during each
Interest Accrual Period at the Pass-Through Rate.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing a Percentage Interest in the Class M-13
Certificates.

            The Class M-13 Certificates are limited in right of payment to
certain collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            This certificate is subordinated in right of payment to the Senior,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9, Class M-10, Class M-11 and Class M-12 Certificates as
described in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement (as to which, so long as this Certificate is a Book-Entry Certificate,
the representations and agreements made therein will be deemed to have been made
by the prospective transferor and/or the prospective transferee, as applicable).
None of the Depositor, the Certificate Registrar or the Trustee is obligated to
register or qualify the Class of Certificates specified on the face hereof under
the 1933 Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of such Certificates without
registration or qualification. Any transferor desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Depositor, the
Certificate Registrar and the Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT C-1

                         [FORM OF CLASS CE CERTIFICATES]

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT
      OR INDIRECT BENEFICIAL INTEREST IN A "REGULAR INTEREST" IN A "REAL ESTATE
      MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
      SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
      (THE "CODE") AND CERTAIN OTHER PROPERTY.

      THIS CLASS CE CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND
      THE CLASS M CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND
      IN THE AGREEMENT.

      THIS CLASS CE  CERTIFICATE  WILL NOT BE ENTITLED TO PAYMENTS  UNTIL SUCH
      TIME AS DESCRIBED IN THE AGREEMENT.

      THIS CLASS CE CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
      MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
      WILL BE REGISTERED.

<PAGE>

                  WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS CE

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class CE                   Servicer:  Wells Fargo Bank, N.A.

Date of Pooling and Servicing            Trustee:  HSBC Bank USA, National
Agreement:  [         ]                  Association

First Distribution Date:                 Closing Date: [          ]
[          ]

No.

Percentage Interest:  100%

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that __________________________________ is the
registered owner of the Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class CE Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wells Fargo Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
Class CE Certificates on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class CE Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing the Percentage Interest specified on the face
hereof.

            The Class CE Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement. None of the Depositor, the Certificate Registrar or the Trustee is
obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any transferor desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Securities Administrator and required to be paid to
them pursuant to the Agreement following the earlier of (i) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan remaining in the Trust Fund, and (ii) the purchase by the party designated
in the Agreement at a price determined as provided in the Agreement from the
Trust Fund of all Mortgage Loans and all property acquired in respect of such
Mortgage Loans. The Agreement permits, but does not require, the party
designated in the Agreement to purchase from the Trust Fund all Mortgage Loans
and all property acquired in respect of any Mortgage Loan at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Principal Balance of the Mortgage Loans at the time of purchase
being less than 10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assume no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT C-2

                          [FORM OF CLASS P CERTIFICATE]

      THIS CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      THIS CLASS P CERTIFICATE IS ONLY ENTITLED TO PREPAYMENT PENALTIES ON THE
      MORTGAGE LOANS, ORIGINATOR PREPAYMENT PENALTY PAYMENT AMOUNTS AND SERVICER
      PREPAYMENT PENALTY PAYMENT AMOUNTS, ALL AS MORE SPECIFICALLY DESCRIBED IN
      THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
      MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
      WILL BE REGISTERED.

<PAGE>

                  WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                              SERIES 20 - , CLASS P

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class P                    Servicer:  Wells Fargo Bank, N.A.

Date of Pooling and Servicing            Trustee:  HSBC Bank USA, National
Agreement:  [         ]                  Association

First Distribution Date:                 Closing Date: [          ]
[          ]

No.

Percentage Interest:  100%

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that __________________________________ is the
registered owner of the Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Wells Fargo Asset Securities
Corporation (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer, the Securities
Administrator and the Trustee, a summary of certain of the pertinent provisions
of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from Prepayment Penalties,
Servicer Prepayment Penalty Payment Amounts and Originator Prepayment Penalty
Payment Amounts in the Distribution Account in an amount equal to the product of
the Percentage Interest evidenced by this Certificate and the amount required to
be distributed to the Holders of Class P Certificates on such Distribution Date
pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class P Certificates, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing the Percentage Interest specified on the face
hereof.

            The Class P Certificates are limited in right of payment to
Prepayment Penalties received on the Mortgage Loans, Originator Prepayment
Penalty Payment Amounts and Servicer Prepayment Penalty Payment Amounts, all as
more specifically set forth in the Agreement. As provided in the Agreement,
withdrawals from the Collection Account and the Distribution Account may be made
from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of advances made, or certain expenses
incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies as provided in the Agreement, duly endorsed
by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee, the Securities
Administrator and the Certificate Registrar duly executed by, the Holder hereof
or such Holder's attorney duly authorized in writing, and thereupon one or more
new Certificates of the same Class in authorized denominations evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement. None of the Depositor, the Certificate Registrar or the Trustee is
obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any transferor desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar or any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory

Date of authentication:

<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT C-3

                          [FORM OF CLASS R CERTIFICATE]

      THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
      "RESIDUAL INTEREST" IN TWO SEPARATE "REAL ESTATE MORTGAGE INVESTMENT
      CONDUITS," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND
      860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

      THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND THE
      CLASS M CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND IN
      THE AGREEMENT.

      THIS CLASS R  CERTIFICATE  WILL NOT BE ENTITLED  TO PAYMENTS  UNTIL SUCH
      TIME AS DESCRIBED IN THE AGREEMENT.

      THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
      MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
      WILL BE REGISTERED.

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY
      BE MADE ONLY IF (1) THE PROPOSED TRANSFEREE PROVIDES AN AFFIDAVIT TO THE
      CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
      ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
      INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
      FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
      SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1
      OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY
      SECTION 511 OF THE CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION
      1381(a)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING
      CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A "DISQUALIFIED
      ORGANIZATION"), (D) AN AGENT OF A DISQUALIFIED ORGANIZATION OR (E) ANY
      PERSON THAT CAUSES INCOME FROM THIS CERTIFICATE TO BE ATTRIBUTABLE TO A
      FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN
      APPLICABLE INCOME TAX TREATY, OF THAT PERSON OR ANY OTHER U.S. PERSON AND
      (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION
      OF TAX, AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
      RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
      NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE TO A
      DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
      REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
      AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
      PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE CLASS R CERTIFICATE
      BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02 OF THE
      AGREEMENT. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED
      FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R CERTIFICATE.

<PAGE>

                  WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                              SERIES 20 - , CLASS R

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class R                    Servicer:  Wells Fargo Bank, N.A.

Date of Pooling and Servicing            Trustee:  HSBC Bank USA, National
Agreement:  [          ]                 Association

First Distribution Date:                 Closing Date:  [          ]
[          ]

No.

Percentage Interest:  100%

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________________ is the registered owner
of 100% Percentage Interest in that certain beneficial ownership interest
evidenced by the Class R Certificate in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Wells Fargo Asset Securities Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer, the Securities Administrator and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in the amount required to be distributed to the Holder of Class R
Certificate on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class R Certificate, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing the Percentage Interest specified on the face
hereof.

            The Class R Certificate is limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Securities
Administrator, the Securities Administrator and the Certificate Registrar duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement. None of the Depositor, the Certificate Registrar or the Trustee is
obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any transferor desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
to cease to qualify as three separate REMICs or cause the imposition of a tax
upon the Trust.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

Date of authentication:

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory


<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                   EXHIBIT C-4

                         [FORM OF CLASS R-X CERTIFICATE]

      THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
      "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
      THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

      THIS CLASS R-X CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES AND
      THE CLASS M CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED HEREIN AND
      IN THE AGREEMENT.

      THIS CLASS R-X CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH
      TIME AS DESCRIBED IN THE AGREEMENT.

      THIS CLASS R-X CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES
      LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS
      CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN
      A TRANSACTION THAT DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND
      IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

      NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY
      MATERIALLY SIMILAR PROVISIONS OF APPLICABLE FEDERAL, STATE OR LOCAL LAW
      WILL BE REGISTERED.

      ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-X CERTIFICATE
      MAY BE MADE ONLY IF (1) THE PROPOSED TRANSFEREE PROVIDES AN AFFIDAVIT TO
      THE CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED
      STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
      GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
      INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY ORGANIZATION (OTHER THAN
      A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM
      THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS
      SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE (ANY SUCH
      PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
      HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), (D) AN AGENT OF
      A DISQUALIFIED ORGANIZATION OR (E) ANY PERSON THAT CAUSES INCOME FROM THIS
      CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR
      FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF THAT
      PERSON OR ANY OTHER U.S. PERSON AND (2) NO PURPOSE OF SUCH TRANSFER IS TO
      IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (3) SUCH TRANSFEREE
      SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL
      CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN
      THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF
      THIS CLASS R-X CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
      DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO
      LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
      A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
      TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THE
      CLASS R-X CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO
      HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF
      SECTION 5.02 OF THE AGREEMENT. ANY PERSON THAT IS A DISQUALIFIED
      ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
      CLASS R-X CERTIFICATE.

<PAGE>

                  WELLS FARGO ASSET SECURITIES CORPORATION,
                      HOME EQUITY ASSET-BACKED CERTIFICATES
                             SERIES 20 - , CLASS R-X

evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first lien mortgage loans formed and sold by

                   WELLS FARGO ASSET SECURITIES CORPORATION

Series 20 - , Class R-X                  Servicer:  Wells Fargo Bank, N.A.

Date of Pooling and Servicing            Trustee:  HSBC Bank USA, National
Agreement:  [        ]                   Association

First Distribution Date:                 Closing Date:  [         ]
[         ]

No.

Percentage Interest:  100%

      THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN WELLS
      FARGO ASSET SECURITIES CORPORATION, THE SERVICER, THE TRUSTEE, THE
      SECURITIES ADMINISTRATOR OR ANY OF THEIR AFFILIATES. THIS CERTIFICATE IS
      NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
      ANY OTHER ENTITY.

            This certifies that _______________________ is the registered owner
of 100% Percentage Interest in that certain beneficial ownership interest
evidenced by the Class R-X Certificate in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among Wells Fargo Asset Securities Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer, the Securities Administrator and the Trustee, a summary of certain of
the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

            Pursuant to the terms of the Agreement, distributions will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, from funds in the Distribution
Account in the amount required to be distributed to the Holder of Class R-X
Certificate on such Distribution Date pursuant to the Agreement.

            All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Securities
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the
Certificate Registrar in writing at least seven Business Days prior to the
Record Date immediately prior to such Distribution Date and is the registered
owner of Class R-X Certificate, or by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Securities Administrator of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Securities Administrator for that purpose as
provided in the Agreement.

            This Certificate is one of a duly authorized issue of Certificates
designated as Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
Certificates of the Series specified on the face hereof (herein called the
"Certificates") and representing the Percentage Interest specified on the face
hereof.

            The Class R-X Certificate is limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer, the Securities
Administrator and the Trustee with the consent of the Holders of Certificates
entitled to the Voting Interests identified in the Agreement. Any such consent
by the Holder of this Certificate shall be conclusive and binding on such Holder
and upon all future Holders of this Certificate and of any Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Securities
Administrator, the Securities Administrator and the Certificate Registrar duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

            The Certificates are issuable in fully registered form only without
coupons in Percentage Interests representing denominations as specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of the
same Class in authorized denominations evidencing the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.

            No transfer of this Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the 1933 Act and
effective registration or qualification under applicable state securities laws,
or is made in a transaction that does not require such registration or
qualification. If a transfer of this Certificate is to be made without
registration under the 1933 Act, then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) certain certificate(s) required pursuant to Section 5.02 of the
Agreement. None of the Depositor, the Certificate Registrar or the Trustee is
obligated to register or qualify the Class of Certificates specified on the face
hereof under the 1933 Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of such
Certificates without registration or qualification. Any transferor desiring to
effect such transfer shall, and does hereby agree to, indemnify the Trustee, the
Depositor, the Certificate Registrar and the Servicer against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

            The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
to cease to qualify as three separate REMICs or cause the imposition of a tax
upon the Trust.

            No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

            The Depositor, the Servicer, the Trustee, the Securities
Administrator and the Certificate Registrar and any agent of the Depositor, the
Servicer, the Trustee, the Securities Administrator or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trustee,
the Securities Administrator, the Certificate Registrar nor any such agent shall
be affected by notice to the contrary.

            The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following the earlier of (i) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the Pool Balance as of the Cut-off Date.

            The recitals contained herein shall be taken as statements of the
Depositor and the Securities Administrator assumes no responsibility for their
correctness.

            Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

<PAGE>

            IN WITNESS WHEREOF, the Securities Administrator has caused this
Certificate to be duly executed.

Dated:

                                       Wells Fargo Bank, N.A., as Securities
                                          Administrator


                                       By:______________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

            This is one of the Certificates referred to in the within-mentioned
Agreement.

Date of authentication:

                                       Wells Fargo Bank, N.A., as Certificate
                                          Registrar


                                       By:______________________________________
                                          Authorized Signatory


<PAGE>

                                  ABBREVIATIONS

            The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were written out in
full according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT - Custodian
                                                             (Cust) (Minor)
TEN ENT - as tenants by the entireties                       under Uniform
                                                             Gifts to Minors Act
JT TEN  - as joint tenants with right                        ________________
          of survivorship and not as                             (State)
          tenants in common

          Additional abbreviations may also be used though not in the above
list.

                                   ASSIGNMENT

            FOR VALUE RECEIVED, the undersigned hereby sell(s),  assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer of such
interest to assignee on the Certificate Register of the Trust Fund.

            I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________

Dated:

                                        ________________________________________
                                        Signature by or on behalf of assignor


                                        ________________________________________
                                        Signature Guaranteed

<PAGE>

                            DISTRIBUTION INSTRUCTIONS

            The assignee should include the following for purposes of
distribution:

            Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to _________________________________________________
________________________________________________________________________________
for the account of _______________________________, account number ____________,
or, if mailed by check, to ____________________________________________________.
Applicable statements should be mailed to ______________________________________
This information is provided by _______________________________________________,
the assignee named above, or ________________________________________,  as its
agent.

<PAGE>

                                    EXHIBIT D

               Addresses for Requesting Mortgage Loan Schedule

In the case of the Depositor:

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland 21703
Attention: Vice President - Structured Finance

In the case of the Securities Administrator:

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attention: Client Manager - WFHET 200 -

<PAGE>

                                    EXHIBIT E

                   FORM OF REQUEST FOR RELEASE OF DOCUMENTS

To:   [Custodian]

      Re:   Pooling and Servicing Agreement dated as of [ ] among Wells Fargo
            Asset Securities Corporation, as depositor, Wells Fargo Bank, N.A.,
            as servicer, Wells Fargo Bank, National Association, as securities
            administrator and HSBC Bank USA, National Association, as trustee

            All capitalized terms used herein shall have the means ascribed to
them in the Pooling and Servicing Agreement (the "Agreement") referenced above.

            In connection with the administration of the Mortgage Loans held by
you as Custodian pursuant to the Agreement, we request the release, and hereby
acknowledge receipt, of the Custodian's Mortgage File for the Mortgage Loan
described below, for the reason indicated.

Mortgage Loan Number:

Mortgagor Name, Address & Zip Code:

Reason for Requesting Documents (check one):

_____ 1.    Mortgage Paid in Full

_____ 2.    Foreclosure

_____ 3.    Substitution

_____ 4.    Other Liquidation (Repurchases, etc.)

_____ 5.    Nonliquidation    Reason:______________________

                              By:__________________________
                                 (authorized signer)

                              Issuer:______________________

                              Address:_____________________

                              _____________________________

                              Date:________________________

Custodian

[________________________________]

            Please acknowledge the execution of the above request by your
signature and date below:

_________________________________   ____________________________
      Signature                     Date

Documents returned to Custodian:

_________________________________   ____________________________
      Custodian                     Date

<PAGE>

                                   EXHIBIT F-1

                    FORM OF CUSTODIAN'S INITIAL CERTIFICATION

                                                                    Date

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, Maryland  21703

HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018
Attention:  WFHET 20  -

      Re:   Pooling and Servicing Agreement (the "Pooling and Servicing
            Agreement"), dated as of [ ] among Wells Fargo Asset Securities
            Corporation, as depositor, Wells Fargo Bank, N.A., as servicer,
            Wells Fargo Bank, National Association, as securities administrator
            and HSBC Bank USA, National Association, as trustee, with respect to
            Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
            Certificates, Series 20 -

Ladies and Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Custodian, hereby certifies that it has received
original Mortgage Note (as described in Section 2.01(a)(i)) relating to each
Mortgage Loan listed on Exhibits D-1 and D-2 to the Pooling and Servicing
Agreement, subject to any exceptions noted on Schedule I hereto.

            The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this initial certification.
The Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

            Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
Section 2.02 of the Pooling and Servicing Agreement and the Pooling and
Servicing Agreement sections cross-referenced therein.

                                       WELLS FARGO BANK, N.A.
                                          as Custodian

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                   EXHIBIT F-2

                     FORM OF CUSTODIAN'S FINAL CERTIFICATION

                                                                          [Date]

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, Maryland  21703

HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York 10018
Attention:  WFHET 20  -

      Re:   Pooling and Servicing Agreement (the "Pooling and Servicing
            Agreement"), dated as of [ ] among Wells Fargo Asset Securities
            Corporation, as depositor, Wells Fargo Bank, N.A., as servicer,
            Wells Fargo Bank, National Association, as securities administrator
            and HSBC Bank USA, National Association, as trustee, with respect to
            Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
            Certificates, Series 20 -

Ladies and Gentlemen:

            In accordance with Section 2.02 of the Pooling and Servicing
Agreement, the undersigned, as Trustee, hereby certifies that as to each
Mortgage Loan listed in the Mortgage Loan Schedules attached as Exhibits D-1 and
D-2 to the Pooling and Servicing Agreement (other than any Mortgage Loan paid in
full or listed on Schedule I hereto), it has received the applicable documents
listed in Section 2.01(a) of the Pooling and Servicing Agreement.

            The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedules, other than any Mortgage Loan listed
on Schedule I hereto, it has reviewed the applicable documents listed in Section
2.01 of the Pooling and Servicing Agreement and has determined that each such
document appears to have been executed and appear regular on their face, and
that such documents relate to the Mortgage Loans identified in the Mortgage Loan
Schedule based on a comparison of the Mortgage Loan identifying number,
Mortgagor name and street address.

            The Custodian has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement in connection with this final certification. The
Custodian makes no representations as to: (i) the validity, legality,
sufficiency, enforceability, recordability or genuineness of any of the
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                       WELLS FARGO BANK, N.A.,
                                          as Custodian

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT G

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT

<PAGE>

                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT

            Personally appeared before me the undersigned authority to
administer oaths, ______________________ who first being duly sworn deposes and
says: Deponent is ______________________ of ______________________________,
successor by merger to _________________________________________ ("Seller") and
who has personal knowledge of the facts set out in this affidavit.

            On ___________________, _________________________ did execute and
deliver a promissory note in the principal amount of $__________.

            That said note has been misplaced or lost through causes unknown and
is presently lost and unavailable after diligent search has been made. Seller's
records show that an amount of principal and interest on said note is still
presently outstanding, due, and unpaid, and Seller is still owner and holder in
due course of said lost note.

            Seller executes this Affidavit for the purpose of inducing
[_______________________________], as trustee on behalf of Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 20 - , to
accept the transfer of the above described loan from Seller.

            Seller agrees to indemnify and hold harmless
[____________________________] and Wells Fargo Asset Securities Corporation for
any losses incurred by such parties resulting from the above described
promissory note has been lost or misplaced.

                                        By:___________________________________
                                        ______________________________________

STATE OF                )
                        )  SS:
COUNTY OF               )

            On this ____ day of _______ 20__, before me, a Notary Public, in and
for said County and State, appeared ________________________, who acknowledged
the extension of the foregoing and who, having been duly sworn, states that any
representations therein contained are true.

            Witness my hand and Notarial Seal this ____ day of _______ 20__.
__________________________________
__________________________________

My commission expires_____________.

<PAGE>

                                    EXHIBIT I

                       FORM OF ERISA REPRESENTATION LETTER

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21405
Attention:  Client Manager - WFHET, Series 20 -

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

      Re:   Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
            Certificates, Series 20 -

Ladies and Gentlemen:

            1. [The undersigned is the ______________________ of (the
"Transferee") a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.] [The undersigned,
___________________, is the transferee (the "Transferee").]

            2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") among Wells Fargo Asset
Securities Corporation, as depositor (the "Depositor"), Wells Fargo Bank, N.A.,
as servicer, Wells Fargo Bank, National Association, as securities
administrator, and HSBC Bank USA, National Association, as trustee (the
"Trustee"), no transfer of the ERISA-Restricted Certificates shall be permitted
to be made to any person unless the Depositor and the Certificate Registrar (as
defined in the Agreement) have received a certificate from such transferee in
the form hereof.

            3. The Transferee either (x) (i) is not an employee benefit plan
subject to Section 406 or Section 407 of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code") or any materially similar provisions of
applicable federal, state or local law ("Similar Law"), the Trustee of any such
plan or other than (except in the case of the Class CE, Class P, Class R or
Class R-X Certificates) an insurance company that represents (or is deemed to
represent) that (i) the source of funds used to purchase the Certificates is an
"insurance company general account" (as such term is defined in Section V(e) of
PTE 95-60, 60 Fed. Reg. 35925 (July 12, 1995)), (ii) that there is no Plan with
respect to which the amount of such general account's reserves and liabilities
for the contract(s) held by or on behalf of such Plan and all other Plans
maintained by the same employer (or affiliate thereof as defined in Section
V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10% of the
total of all reserves and liabilities of such general account (as such amounts
are determined under Section I(a) of PTE 95-60) at the date of acquisition and
(iii) all Plans that have an interest in such general account are Plans to which
PTE 95-60 applies, or (y) (except in the case of the Class CE, Class P, Class R
or Class R-X Certificates) shall deliver to the Certificate Registrar and the
Depositor an opinion of counsel (a "Benefit Plan Opinion") satisfactory to the
Certificate Registrar, and upon which the Certificate Registrar and the
Depositor shall be entitled to rely, to the effect that the purchase or holding
of such Certificate by the Transferee will not constitute or otherwise result in
a non-exempt prohibited transaction within the meaning of ERISA or Section 4975
of the Code (or similar provisions of Similar Law) and will not subject the
Trustee, the Securities Administrator or the Depositor to any obligation in
addition to those undertaken by such entities in the Pooling and Servicing
Agreement, which opinion of counsel shall not be an expense of the Trustee, the
Securities Administrator, the Depositor or the Certificate Registrar.

            Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Agreement.

            IN WITNESS WHEREOF, the Transferee has executed this certificate.


                                       _________________________________________
                                       [Transferee]


                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT J

                       FORM OF RULE 144A INVESTMENT LETTER

                                     [DATE]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21405
Attention:  Client Manager - WFHET, Series 20  -

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

      Re:   Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
            Certificates, Series 20 -

Ladies and Gentlemen:

            In connection with our acquisition of the Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 20 - (the
"Certificates"), we certify that (a) we understand that the Certificates are not
being registered under the Securities Act of 1933, as amended (the "Act"), or
any state securities laws and are being transferred to us in a transaction that
is exempt from the registration requirements of the Act and any such laws, (b)
we have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (c) we have not, nor has anyone acting on our behalf
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (d) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We
are aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the Securities Act.

                                       Very truly yours,


                                       [NAME OF TRANSFEREE]


                                       By:______________________________________
                                          Authorized Officer

<PAGE>

                                                            ANNEX 1 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

            ii. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $ (1) in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
the Buyer satisfies the criteria in the category marked below.

            ___ Corporation, etc. The Buyer is a corporation (other than a bank,
            savings and loan association or similar institution), Massachusetts
            or similar business trust, partnership, or charitable organization
            described in Section 501(c)(3) of the Internal Revenue Code of 1986,
            as amended.

            ___ Bank. The Buyer (a) is a national bank or banking institution
            organized under the laws of any State, territory or the District of
            Columbia, the business of which is substantially confined to banking
            and is supervised by the State or territorial banking commission or
            similar official or is a foreign bank or equivalent institution, and
            (b) has an audited net worth of at least $25,000,000 as demonstrated
            in its latest annual financial statements, a copy of which is
            attached hereto.

            ___ Savings and Loan. The Buyer (a) is a savings and loan
            association, building and loan association, cooperative bank,
            homestead association or similar institution, which is supervised
            and examined by a State or Federal authority having supervision over
            any such institutions or is a foreign savings and loan association
            or equivalent institution and (b) has an audited net worth of at
            least $25,000,000 as demonstrated in its latest annual financial
            statements, a copy of which is attached hereto.

            ___ Broker-dealer. The Buyer is a dealer registered pursuant to
            Section 15 of the Securities Exchange Act of 1934.

-------------------------

(1) Buyer must own and/or invest on a discretionary basis at least $__________
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $__________ in securities.

            ___ Insurance Company. The Buyer is an insurance company whose
            primary and predominant business activity is the writing of
            insurance or the reinsuring of risks underwritten by insurance
            companies and which is subject to supervision by the insurance
            commissioner or a similar official or agency of a State, territory
            or the District of Columbia.

            ___ State or Local Plan. The Buyer is a plan established and
            maintained by a State, its political subdivisions, or any agency or
            instrumentality of the State or its political subdivisions, for the
            benefit of its employees.

            ___ ERISA Plan. The Buyer is an employee benefit plan within the
            meaning of Title I of the Employee Retirement Income Security Act of
            1974.

            ___ Investment Advisor. The Buyer is an investment advisor
            registered under the Investment Advisors Act of 1940.

            ___ Small Business Investment Company. Buyer is a small business
            investment company licensed by the U.S. Small Business
            Administration under Section 301(c) or (d) of the Small Business
            Investment Act of 1958.

            ___   Business   Development   Company.   Buyer   is  a   business
            development  company  as  defined  in  Section  202(a)(22)  of the
            Investment Advisors Act of 1940.

            iii. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

            iv. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

            v. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.

            vi. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.


                                       _________________________________________
                                       Print Name of Buyer


                                       By:______________________________________
                                          Name:
                                          Title:

                                      Date:_____________________________________

<PAGE>

                                                            ANNEX 2 TO EXHIBIT J

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That are Registered Investment Companies]

            The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

            1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.

            2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

            ___ The Buyer owned $ in securities (other than the excluded
            securities referred to below) as of the end of the Buyer's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

            ___ The Buyer is part of a Family of Investment Companies which
            owned in the aggregate $ in securities (other than the excluded
            securities referred to below) as of the end of the Buyer's most
            recent fiscal year (such amount being calculated in accordance with
            Rule 144A).

            3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

            4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.

            5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

            6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to which
this certification relates of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of the Certificates
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.


                                       _________________________________________
                                       Print Name of Buyer or Adviser


                                       By:______________________________________
                                          Name:
                                          Title:


                                        IF AN ADVISER:


                                        ________________________________________
                                        Print Name of Buyer

                                        Date:___________________________________

<PAGE>

                                    EXHIBIT K

              FORM OF CLASS [R][R-X] CERTIFICATE TRANSFER AFFIDAVIT

                    WELLS FARGO ASSET SECURITIES CORPORATION,
               HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 20 -

STATE OF                )
                        ) ss.:
COUNTY OF               )

            The undersigned, being first duly sworn, deposes and says as
follows:

            1. The undersigned is [an officer of] , the proposed Transferee of
an Ownership Interest in the Class [R][R-X] Certificates (the "Certificate")
issued pursuant to the Pooling and Servicing Agreement, (the "Agreement"),
relating to the above-referenced Certificates, among Wells Fargo Asset
Securities Corporation, as depositor, Wells Fargo Bank, N.A., as servicer, Wells
Fargo Bank, National Association, as securities administrator, and
[_______________________________], as trustee (the "Trustee"). Capitalized terms
used, but not defined herein shall have the meanings ascribed to such terms in
the Agreement. The Transferee has authorized the undersigned to make this
affidavit on behalf of the Transferee.

            2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificates either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.

            3. The Transferee has been advised of, and understands that (i) a
tax will be imposed on Transfers of the Certificate to Persons that are
Disqualified Organization; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is a Disqualified Organization, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is not a Disqualified Organization and, at the time
of Transfer, such Person does not have actual knowledge that the affidavit is
false.

            4. The Transferee has been advised of, and understands that a tax
will be imposed on a "pass-through entity" holding the Certificate if at any
time during the taxable year of the pass-through entity a Person that is a
Disqualified Organization is the record holder of an interest in such entity.
The Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is not a Disqualified Organization and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)

            5. The Transferee has reviewed the provisions of Section 5.02 of the
Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02 of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees that
any breach of any of the representations included herein shall render the
Transfer to the Transferee contemplated hereby null and void.

            6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth in Exhibit L to the Agreement for any transfer of a Class M-12,
Class M-13, Class CE, Class P, Class R or Class R-X Certificate (a "Transferor
Certificate") to the effect that such Transferee has no actual knowledge that
the Person to which the Transfer is to be made is not a Permitted Transferee.

            7. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.

            8. The Transferee's taxpayer identification number is _____________.

            9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

            10. The Transferee is aware that the Certificate may be a
"noneconomic residual interest" within the meaning of Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

            11. That the Transferee will not cause income from the Class
[R][R-X] Certificate to be attributable to a foreign permanent establishment or
fixed base, within the meaning of an applicable income tax treaty, of the
Transferee or any other U.S. Person.

            12. That, if the Transferee is purchasing the Class [R][R-X]
Certificate in a transfer intended to meet the safe harbor provisions of
Treasury Regulations Sections 1.860E-1(c), the Transferee has executed and
attached Attachment A hereto.

            13. The Transferee is not an employee benefit plan that is subject
to ERISA or a plan that is subject to Section 4975 of the Code or a plan or
arrangement subject to any materially similar provisions of applicable federal,
state or local law, nor are we acting on behalf of such a plan.

<PAGE>

            IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer, duly attested, this ___ day of ___________, 20__.

                                       [NAME OF TRANSFEREE]


                                       By:______________________________________
                                          Name:
                                          Title:

[Corporate Seal]

ATTEST:

[Assistant] Secretary

            Personally appeared before me the above-named_______, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ___________of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.

            Subscribed and sworn before me this ___ day of ________, 20__.


                                        ________________________________________
                                        NOTARY PUBLIC


                                        My Commission expires the ___ day
                                        of ___________, 20__.

<PAGE>

                                  ATTACHMENT A

                                       to

                   AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF
                  THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

Check the appropriate box:

[ ] The consideration paid to the Transferee to acquire the Class [R][R-X]
Certificate equals or exceeds the excess of (a) the present value of the
anticipated tax liabilities over (b) the present value of the anticipated
savings associated with holding such Certificate, in each case calculated in
accordance with U.S. Treasury Regulations Sections 1.860E-1(c)(7) and (8),
computing present values using a discount rate equal to the short-term Federal
rate prescribed by Section 1274(d) of the Code and the compounding period used
by the Transferee.

            OR

[ ] The transfer of the Class [R][R-X] Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:

            (i) the Transferee is an "eligible corporation," as defined in U.S.
      Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from
      Class [R][R-X] Certificate will only be taxed in the United States;

            (ii) at the time of the transfer, and at the close of the
      Transferee's two fiscal years preceding the year of the transfer, the
      Transferee had gross assets for financial reporting purposes (excluding
      any obligation of a person related to the Transferee within the meaning of
      U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100
      million and net assets in excess of $10 million;

            (iii) the Transferee will transfer the Class [R][R-X] Certificate
      only to another "eligible corporation," as defined in U.S. Treasury
      Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the
      requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
      1.860E-1(c)(5) of the U.S. Treasury Regulations;

            (iv) the Transferee has determined the consideration paid to it to
      acquire the Class [R][R-X] Certificate based on reasonable market
      assumptions (including, but not limited to, borrowing and investment
      rates, prepayment and loss assumptions, expense and reinvestment
      assumptions, tax rates and other factors specific to the Transferee) that
      it has determined in good faith; and

            (v) in the event of any transfer of the Class [R][R-X] Certificate
      by the Transferee, the Transferee will require its transferee to complete
      a representation in the form of this Attachment A as a condition of the
      transferee's purchase of the Class [R][R-X] Certificate.

<PAGE>

                                    EXHIBIT L

    FORM OF TRANSFEROR CERTIFICATE FOR THE CLASS M-12, CLASS M-13, CLASS CE,
                 CLASS P, CLASS R AND CLASS R-X CERTIFICATES

                                                            [DATE]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21405
Attention:  Client Manager - WFHET, Series 20 -

Wells Fargo Asset Securities Corporation
7430 New Technology Way
Frederick, Maryland  21703

      Re:   Wells Fargo Asset Securities Corporation, Home Equity Asset Backed
            Certificates, Series 20 -

Ladies and Gentlemen:

            In connection with our disposition of the Wells Fargo Asset
Securities Corporation, Home Equity Asset Backed Certificates, Series 20 - (the
"Certificates"), we certify that (a) we understand that the Certificates have
not been registered under the Securities Act of 1933, as amended (the "Act"),
and are being disposed by us to a "qualified institutional buyer" as defined
under the Act, (b) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, in a manner that would be
deemed, or taken any other action which would result in, a violation of Section
5 of the Act, (c) to the extent we are disposing of the Class [R][R-X]
Certificate, we have no knowledge the Transferee is not a Permitted Transferee
and (d) no purpose of the proposed disposition of the Class [R][R-X] Certificate
is to impede the assessment or collection of tax.

                                       Very truly yours,

                                       [_____________________]


                                       By: ______________________________

<PAGE>

                                    EXHIBIT M

                  MONTHLY INFORMATION DELIVERED BY SERVICER

1.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the number and Principal Balances of all Mortgage
      Loans which were the subject of Principal Prepayments during the related
      Prepayment Period.

2.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the amount of all curtailments which were
      received during the related Prepayment Period.

3.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the aggregate amount of the principal portion of
      all Monthly Payments received during the related Collection Period.

4.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the amount of interest received on the Mortgage
      Loans during the related Collection Period.

5.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the aggregate amount of the Advances made and
      recovered with respect to such Distribution Date.

6.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the aggregate amount of the Servicing Advances
      made and recovered with respect to such Distribution Date.

7.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the delinquency and foreclosure information and
      the amount of Mortgage Loan Losses during the related Collection Period.

8.    The information contained in the Liquidation Report for the related
      Collection Period.

9.    With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the weighted average maturity, the weighted
      average Mortgage Interest Rate and the weighted average Net Mortgage
      Interest Rate as of the last day of the Collection Period preceding of the
      related Interest Accrual Period.

10.   The Servicing Fees paid and Servicing Fees accrued during the related
      Collection Period.

11.   [reserved]

12.   [reserved]

13.   The amount of all payments or reimbursements to the Servicer paid or to be
      paid since the prior Distribution Date (or in the case of the first
      Distribution Date, since the Closing Date).

14.   The Pool Balance, the aggregate Principal Balance of the Group I Mortgage
      Loans and the aggregate Principal Balance of the Group II Mortgage Loans.

15.   With respect to the Mortgage Pool, the Group I Mortgage Loans and the
      Group II Mortgage Loans, the number of Mortgage Loans outstanding at the
      beginning and at the end of the related Collection Period.

16.   The aggregate interest accrued on the Mortgage Loans, the Group I Mortgage
      Loans and the Group II Mortgage Loans, at their respective Mortgage
      Interest Rates for the related Collection Period.

17.   The amount deposited in the Collection Account which may not be withdrawn
      therefrom pursuant to an Order of a United States Bankruptcy Court of
      competent jurisdiction imposing a stay pursuant to Section 362 of U.S.
      Bankruptcy Code.

18.   The aggregate Realized Losses in the Mortgage Pool, in the Group I
      Mortgage Loans and in the Group II Mortgage Loans since the Cut-off Date
      as of the end of the related Collection Period.

19.   The amount of Prepayment Penalties received and the reason for any
      Prepayment Penalties waived during the related Collection Period.

20.   The amount of Yield Maintenance Agreement Payments received with respect
      to such Distribution Date.

<PAGE>

                                    EXHIBIT N

                       Form of Yield Maintenance Agreement

<PAGE>

                                    EXHIBIT O

                      Form of Sarbanes-Oxley Certification

                    WELLS FARGO ASSET SECURITIES CORPORATION,
               HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 20 -

            I, [identify the certifying individual] certify that:

1.    I have reviewed this report on Form 10-K and all reports on Form 10-D
      required to be filed in respect of the period covered by this report on
      Form 10-K of the Wells Fargo Home Equity Asset-Backed Securities 20 -
      Trust (the "Exchange Act Periodic Reports");

2.    Based on my knowledge, the Exchange Act Periodic Reports, taken as a
      whole, do not contain any untrue statement of a material fact or omit to
      state a material fact necessary to make the statements made, in light of
      the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;

3.    Based on my knowledge, all of the distribution, servicing and other
      information required to be provided under Form 10-D for the period covered
      by this report is included in the Exchange Act Periodic Reports;

4.    I am responsible for reviewing the activities  performed by the Servicer
      and  based  on my  knowledge  and the  compliance  review  conducted  in
      preparing  the  servicer  compliance  statement  required in this report
      under  Item  1123 of  Regulation  AB,  and  except as  disclosed  in the
      Exchange  Act  Periodic   Reports,   the  Servicer  has   fulfilled  its
      obligations  under  the  pooling  and  servicing  agreement,  dated [ ],
      20 , among Wells  Fargo  Asset  Securities  Corporation,  as  depositor,
      Wells Fargo Bank N.A.,  as securities  administrator,  Wells Fargo Bank,
      N.A., as servicer, and HSBC Bank USA, National Association,  as trustee;
      and

5.    All of the  reports  on  assessment  of  compliance  with the  servicing
      criteria  for  asset-backed  securities  and their  related  attestation
      reports  on  assessment  of  compliance  with  servicing   criteria  for
      asset-backed  securities  required  to be  included  in this  report  in
      accordance  with  Item  1122 of  Regulation  AB and  Exchange  Act Rules
      13a-18  and 15d-18  have been  included  as an  exhibit to this  report,
      except as otherwise  disclosed in this  report.  Any material  instances
      of  noncompliance  described in such reports have been disclosed in this
      report on Form 10-K.

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT P

   Form of Certification to be Provided by the Securities Administrator to the
                                    Servicer

                    WELLS FARGO ASSET SECURITIES CORPORATION,
               HOME EQUITY ASSET BACKED CERTIFICATES, SERIES 20 -

            I, [identify the certifying individual], certify to Wells Fargo
Bank, N.A. and its officers, directors and affiliates, and with the knowledge
and intent that they will rely upon this certification, that:

1.    I have reviewed the annual report on Form 10-K for the fiscal year [___]
      (the "Annual Report"), and all reports on Form 10-D required to be filed
      in respect of period covered by the Annual Report (collectively with the
      Annual Report, the "Reports"), of the Trust;

2.    To my knowledge, the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      the Annual Report;

3.    To my knowledge, the distribution information required to be provided by
      the Securities Administrator under the pooling and servicing agreement
      (the "Pooling and Servicing Agreement"), dated [ ], 20 , among Wells Fargo
      Asset Securities Corporation, as depositor, Wells Fargo Bank N.A., as
      securities administrator, Wells Fargo Bank, N.A., as servicer, and HSBC
      Bank USA, National Association, as trustee, for inclusion in the Reports
      is included in the Reports;

4.    I  am  responsible  for  reviewing  the  activities   performed  by  the
      Securities  Administrator under the Pooling and Servicing Agreement, and
      based on my knowledge and the compliance  review  conducted in preparing
      the  compliance  statement of the Securities  Administrator  required in
      the  Annual  Report  under  Item 1123 of  Regulation  AB,  and except as
      disclosed in the Reports,  the  Securities  Administrator  has fulfilled
      its  obligations  under  the  Pooling  and  Servicing  Agreement  in all
      material respects; and

5.    The report on  assessment  of  compliance  with  servicing  criteria for
      asset-backed securities of the Securities  Administrator and its related
      attestation  report on assessment of compliance with servicing  criteria
      required  to be included in the Annual  Report in  accordance  with Item
      1122 of  Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
      included as an exhibit to the Annual Report.  Any material  instances of
      non-compliance  are described in such report and have been  disclosed in
      the Annual Report.

                                       By:______________________________________
                                          Name:
                                          Title:

<PAGE>

                                    EXHIBIT Q

                           List of Recordation States

                                    Maryland

                                     Florida

<PAGE>

                                    EXHIBIT R

                           Form of Custodial Agreement

<PAGE>

0                                   EXHIBIT S

        Servicing Criteria to be Addressed in Assessment of Compliance

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                            SERVICING CRITERIA                                APPLICABLE SERVICING CRITERIA
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                           Securities
                                                                                            Admini-
     Reference                                     Criteria                                 strator    Trustee Servicer  Custodian
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                                                                   <C>         <C>     <C>      <C>
                                       General Servicing Considerations

1122(d)(1)(i)        Policies and procedures are instituted to monitor any
                     performance or other triggers and events of default in
                     accordance with the transaction agreements.

1122(d)(1)(ii)       If any material servicing activities are outsourced to
                     third parties, policies and procedures are instituted to
                     monitor the third party's performance and compliance with
                     such servicing activities.

1122(d)(1)(iii)      Any requirements in the transaction agreements to maintain
                     a back-up servicer for the mortgage loans are maintained.

1122(d)(1)(iv)       A fidelity bond and errors and omissions policy is in
                     effect on the party participating in the servicing function
                     throughout the reporting period in the amount of coverage
                     required by and otherwise in accordance with the terms of
                     the transaction agreements.

                                      Cash Collection and Administration

1122(d)(2)(i)        Payments on mortgage loans are deposited into the
                     appropriate custodial bank accounts and related bank
                     clearing accounts no more than two business days following
                     receipt, or such other number of days specified in the
                     transaction agreements.

1122(d)(2)(ii)       Disbursements made via wire transfer on behalf of an
                     obligor or to an investor are made only by authorized
                     personnel.

1122(d)(2)(iii)      Advances of funds or guarantees regarding collections, cash
                     flows or distributions, and any interest or other fees
                     charged for such advances, are made, reviewed and approved
                     as specified in the transaction agreements.

1122(d)(2)(iv)       The related accounts for the transaction, such as cash
                     reserve accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g.,
                     with respect to commingling of cash) as set forth in the
                     transaction agreements.

1122(d)(2)(v)        Each custodial account is maintained at a federally insured
                     depository institution as set forth in the transaction
                     agreements. For purposes of this criterion, "federally
                     insured depository institution" with respect to a foreign
                     financial institution means a foreign financial institution
                     that meets the requirements of Rule 13k-1(b)(1) of the
                     Securities Exchange Act.

1122(d)(2)(vi)       Unissued checks are safeguarded so as to prevent
                     unauthorized access.

1122(d)(2)(vii)      Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including custodial
                     accounts and related bank clearing accounts. These reconciliations
                     are (A) mathematically accurate; (B) prepared within 30 calendar
                     days after the bank statement cutoff date, or such other number of
                     days specified in the transaction agreements; (C) reviewed and
                     approved by someone other than the person who prepared the
                     reconciliation; and (D) contain explanations for reconciling items.
                     These reconciling items are resolved within 90 calendar days of
                     their original identification, or such other number of days
                     specified in the transaction agreements.

                                      Investor Remittances and Reporting

1122(d)(3)(i)        Reports to investors, including those to be filed with the
                     Commission, are maintained in accordance with the transaction
                     agreements and applicable Commission requirements. Specifically,
                     such reports (A) are prepared in accordance with timeframes and
                     other terms set forth in the transaction agreements; (B) provide
                     information calculated in accordance with the terms specified in
                     the transaction agreements; (C) are filed with the Commission as
                     required by its rules and regulations; and (D) agree with
                     investors' or the trustee's records as to the total unpaid
                     principal balance and number of mortgage loans serviced by the
                     Servicer.

1122(d)(3)(ii)       Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and other
                     terms set forth in the transaction agreements.

1122(d)(3)(iii)      Disbursements made to an investor are posted within two
                     business days to the Servicer's investor records, or such
                     other number of days specified in the transaction agreements.

1122(d)(3)(iv)       Amounts remitted to investors per the investor reports
                     agree with cancelled checks, or other form of payment, or
                     custodial bank statements.

                                          Pool Asset Administration

1122(d)(4)(i)        Collateral or security on mortgage loans is maintained as
                     required by the transaction agreements or related mortgage
                     loan documents.

1122(d)(4)(ii)       Mortgage loan and related documents are safeguarded as required by
                     the transaction agreements

1122(d)(4)(iii)      Any additions, removals or substitutions to the asset pool
                     are made, reviewed and approved in accordance with any
                     conditions or requirements in the transaction agreements.

1122(d)(4)(iv)       Payments on mortgage loans, including any payoffs, made in
                     accordance with the related mortgage loan documents are posted to
                     the Servicer's obligor records maintained no more than two business
                     days after receipt, or such other number of days specified in the
                     transaction agreements, and allocated to principal, interest or
                     other items (e.g., escrow) in accordance with the related mortgage
                     loan documents.

1122(d)(4)(v)        The Servicer's records regarding the mortgage loans agree
                     with the Servicer's records with respect to an obligor's
                     unpaid principal balance.

1122(d)(4)(vi)       Changes with respect to the terms or status of an obligor's
                     mortgage loans (e.g., loan modifications or re-agings) are
                     made, reviewed and approved by authorized personnel in
                     accordance with the transaction agreements and related pool
                     asset documents.

1122(d)(4)(vii)      Loss mitigation or recovery actions (e.g., forbearance
                     plans, modifications and deeds in lieu of foreclosure,
                     foreclosures and repossessions, as applicable) are
                     initiated, conducted and concluded in accordance with the
                     timeframes or other requirements established by the
                     transaction agreements.

1122(d)(4)(viii)     Records documenting collection efforts are maintained during the
                     period a mortgage loan is delinquent in accordance with the
                     transaction agreements. Such records are maintained on at least a
                     monthly basis, or such other period specified in the transaction
                     agreements, and describe the entity's activities in monitoring
                     delinquent mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where delinquency
                     is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix)       Adjustments to interest rates or rates of return for
                     mortgage loans with variable rates are computed based on
                     the related mortgage loan documents.

1122(d)(4)(x)        Regarding any funds held in trust for an obligor (such as escrow
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's mortgage loan documents, on at least an annual basis, or
                     such other period specified in the transaction agreements; (B)
                     interest on such funds is paid, or credited, to obligors in
                     accordance with applicable mortgage loan documents and state laws;
                     and (C) such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related mortgage loans, or such other
                     number of days specified in the transaction agreements.

1122(d)(4)(xi)       Payments made on behalf of an obligor (such as tax or
                     insurance payments) are made on or before the related
                     penalty or expiration dates, as indicated on the
                     appropriate bills or notices for such payments, provided
                     that such support has been received by the servicer at
                     least 30 calendar days prior to these dates, or such other
                     number of days specified in the transaction agreements.

1122(d)(4)(xii)      Any late payment penalties in connection with any payment
                     to be made on behalf of an obligor are paid from the
                     Servicer's funds and not charged to the obligor, unless the
                     late payment was due to the obligor's error or omission.

1122(d)(4)(xiii)     Disbursements made on behalf of an obligor are posted
                     within two business days to the obligor's records
                     maintained by the Servicer, or such other number of days
                     specified in the transaction agreements.

1122(d)(4)(xiv)      Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the transaction
                     agreements.

                     Any external enhancement or other support, identified in
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
                     is maintained as set forth in the transaction agreements.
1122(d)(4)(xv)
</TABLE>


[_______________________]



Date: _________________________



By:_____________________________
    Name:
    Title:


<PAGE>

                                    EXHIBIT T

                         Additional Form 10-D Disclosure

-------------------------------------------------------------------------------
Item on Form 10-D                           Party Responsible
-------------------------------------------------------------------------------
Item 1: Distribution and Pool               Securities Administrator
       Performance Information

      Any information required by 1121
      which is NOT included on the
      Distribution Date Statement

Item 2: Legal Proceedings per Item          (i) All parties to the Pooling
        1117 of Reg AB                        and Servicing Agreement and the
                                            Custodian, (ii) the Securities
                                            Administrator as to the issuing
                                            entity, (iii) the Depositor as to
                                            the sponsor, any 1110(b) originator,
                                            any 1100(d)(1) party

Item 3: Sale of Securities and Use of       Depositor
        Proceeds

Item 4: Defaults Upon Senior Securities     Securities Administrator

Item 5: Submission of Matters to a          Securities Administrator, Trustee
        Vote of Security Holders

Item 6: Significant Obligors of Pool        Depositor, if applicable
        Assets

Item 7: Significant Enhancement             Depositor, if applicable
        Provider Information

Item 8: Other Information                   Any party responsible for
                                            disclosure items on Form 8-K

Item 9: Exhibits                            Depositor, Securities
                                            Administrator


<PAGE>

                                    EXHIBIT U

                         Additional Form 10-K Disclosure

-------------------------------------------------------------------------------
Item on Form 10-K                            Party Responsible
-------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments           Depositor

Item 9B:  Other Information                  Any party responsible for
                                             disclosure items on Form 8-K

Item 15: Exhibits, Financial Statement       Securities Administrator
         Schedules                           Depositor


Additional Item:                             (i) All parties to the Pooling
                                             and Servicing Agreement and the
Disclosure per Item 1117 of Reg AB           Custodian, (ii) the Securities
                                             Administrator as to the issuing
                                             entity, (iii) the Depositor as
                                             to the sponsor, any 1110(b)
                                             originator, any 1100(d)(1) party

Additional Item:                             (i) All parties to the Pooling
Disclosure per Item 1119 of Reg AB           and Servicing Agreement and the
                                             Custodian, (ii) the Securities
                                             Administrator as to the issuing
                                             entity, (iii) the Depositor as
                                             to the sponsor, any 1110(b)
                                             originator, any 1100(d)(1)
                                             party, any significant obligor,
                                             any credit enhancement provider
                                             or derivative counterparty

Additional Item:                             Depositor, if applicable
Disclosure per Item 1112(b) of Reg AB

Additional Item:                             Depositor, if applicable

Disclosure per Items 1114(b) and
1115(b) of Reg AB


<PAGE>

                                    EXHIBIT V

                         Form 8-K Disclosure Information

-------------------------------------------------------------------------------
Item on Form 8-K                             Party Responsible
-------------------------------------------------------------------------------
Item 1.01- Entry into a Material             All parties to the Pooling and
           Definitive Agreement              Servicing Agreement and the
                                             Custodian

Item 1.02- Termination of a Material         All parties to the Pooling and
           Definitive Agreement              Servicing Agreement and the
                                             Custodian

Item 1.03- Bankruptcy or Receivership        (i) Depositor, as to itself, the
                                             sponsor, any 1100(d)(1) party,
                                             any significant obligor, any
                                             credit enhancement provider or
                                             derivative counterparty and any
                                             other transaction party, to the
                                             extent known to the Depositor,
                                             (ii) Trustee, as to itself,
                                             (iii) the Servicer as to itself,
                                             (iv) Securities Administrator,
                                             as to itself and any other
                                             transaction party, to the extent
                                             known to the Securities
                                             Administrator

Item 2.04- Triggering Events that            Securities Administrator
           Accelerate or Increase a
           Direct Financial Obligation
           or an Obligation under an
           Off-Balance Sheet Arrangement

Item 3.03- Material Modification to          Securities Administrator
           Rights of Security Holders

Item 5.03- Amendments of Articles of         Securities Administrator
           Incorporation or Bylaws;
           Change of Fiscal Year

Item 6.01- ABS Informational and             Depositor
           Computational Material

Item 6.02- Change of Servicer or             Servicer, Securities
           Securities Administrator            Administrator

Item 6.03- Change in Credit                  Depositor/ Securities
           Enhancement or External           Administrator
           Support

Item 6.04- Failure to Make a Required        Securities Administrator
           Distribution

Item 6.05- Securities Act Updating           Depositor
           Disclosure

Item 7.01- Reg FD Disclosure                 Depositor

Item 8.01- Other Events                      Depositor, Securities
                                             Administrator

Item 9.01                                    Depositor, Securities
                                             Administrator


<PAGE>

                                    EXHIBIT W

                       Additional Disclosure Notification


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO
CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**


Wells Fargo Bank, N.A., as Securities Administrator
Old Annapolis Road
Columbia, Maryland 21045
Attn:  Client Manager-  [DEAL NAME]--SEC REPORT PROCESSING

RE:**[Additional Form [10-D][10-K] Disclosure][Form 8-K Disclosure
      Information]** Required

Ladies and Gentlemen:

            In  accordance  with  Section  [  ]  of  the Pooling and Servicing
Agreement,  ,  dated as of [   ][   ], 2006, among [   ],  as [        ]
[       ],  as [       ], [       ],  as [    ] and [   ], as [    ].
the undersigned, as [    ], hereby notifies you that certain events have come to
our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

Description of [Additional Form [10-D][10-K] Disclosure][Form 8-K Disclosure
Information]:



List of any Attachments hereto to be included in the [Additional Form
[10-D][10-K] Disclosure][Form 8-K Disclosure Information]:



            Any  inquiries related to this notification should be directed to
[            ], phone number: [       ]; email address: [           ].


                                                [NAME OF PARTY],
                                                as [role]


                                                By: __________________________
                                                    Name:
                                                    Title:


<PAGE>