EXHIBIT 10.1

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                             WELLS FARGO BANK, N.A.

                                (Master Servicer)

                                       and

                             WELLS FARGO BANK, N.A.

                                   (Servicer)

                               SERVICING AGREEMENT

                          Dated as of October 25, 2007

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                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE 1

                                   Definitions

Section 1.1    Definitions......................................................
               ACH..............................................................
               Additional Form 10-D Disclosure..................................
               Additional Form 10-K Disclosure..................................
               Adjusted Tangible Net Worth......................................
               Administration Disclosure........................................
               Advance..........................................................
               Affiliate........................................................
               Amounts Held for Future Distribution.............................
               Applicable Unscheduled Principal Receipt Period..................
               Appraisal Report.................................................
               ARM Loan.........................................................
               Assigned Letter of Credit........................................
               Assignment.......................................................
               Assumption.......................................................
               Balloon Amount...................................................
               Balloon Loan.....................................................
               Bankruptcy Code..................................................
               BIF..............................................................
               Borrower.........................................................
               Business Day.....................................................
               Buydown Agreement................................................
               Buydown Funds....................................................
               Certificate Account..............................................
               Certificates.....................................................
               Certificateholders...............................................
               Code.............................................................
               Commission.......................................................
               Condominium Project..............................................
               Condominium Unit.................................................
               Converted Mortgage Loan..........................................
               Co-op Shares.....................................................
               Current Value....................................................
               Curtailment......................................................
               Custodial Agreement..............................................
               Custodial Buydown Account........................................
               Custodial PITI Account...........................................
               Custodial Principal and Interest (P&I) Account...................
               Custodial Subsidy Account........................................
               Custodial Taxes and Insurance (T&I) Account......................
               Custodian........................................................
               Cut-Off Date.....................................................
               Debt Service Reduction...........................................
               Deficient Valuation..............................................
               Delinquency/Delinquent...........................................
               Depositor........................................................
               Determination Date...............................................
               Directly Operate.................................................
               Distribution Date................................................
               Document Transfer Date...........................................
               Document Transfer Event..........................................
               Due Date.........................................................
               Due-On-Sale Clause...............................................
               Eligible Account.................................................
               Eligible Custodial P&I Account...................................
               Eligible Investments.............................................
               Errors and Omissions Policy......................................
               Escrow Funds.....................................................
               Escrow Item......................................................
               Exchange Act.....................................................
               FDIC.............................................................
               FHA..............................................................
               FHLMC............................................................
               Fidelity Bond....................................................
               Final Title Condition Report.....................................
               Flood Insurance..................................................
               FNMA.............................................................
               Form 8-K.........................................................
               Form 8-K Disclosure Information..................................
               Form 10-D........................................................
               Form 10-K........................................................
               Full Unscheduled Principal Receipt...............................
               GNMA.............................................................
               GPM (or GPARM) Loan..............................................
               Gross Margin.....................................................
               Hazard Insurance.................................................
               HUD..............................................................
               Index............................................................
               Insurance Policy.................................................
               Insurance Proceeds...............................................
               Interest Adjustment Date.........................................
               Letter of Credit.................................................
               Liquidation......................................................
               Liquidation Proceeds.............................................
               Liquidation Profits..............................................
               Loan Originator..................................................
               Loan-to-Value (LTV)..............................................
               Lost Note Affidavit..............................................
               Master Servicer..................................................
               Master Servicer Loan Number......................................
               Maximum Lifetime Mortgage Interest Rate..........................
               Maximum Negative Amortization Amount.............................
               MERS.............................................................
               Mid-Month Receipt Period.........................................
               Minimum Lifetime Mortgage Interest Rate..........................
               Month End Interest...............................................
               Month End Interest Shortfall.....................................
               Monthly Accounting Reports.......................................
               Monthly Payment..................................................
               Monthly Remittance...............................................
               Mortgage Interest Rate...........................................
               Mortgage Loan....................................................
               Mortgage Loan Documents..........................................
               Mortgage Loan Purchase Agreement.................................
               Mortgage Note....................................................
               Mortgage Note Assumption Rider...................................
               Mortgage Pass-Through Certificates...............................
               Mortgaged Property...............................................
               Mortgagee........................................................
               Net Mortgage Interest Rate.......................................
               Non-Assigned Letter of Credit....................................
               Non-Recoverable Advance..........................................
               Notice of Periodic Adjustment....................................
               Officer..........................................................
               Officer's Certificate............................................
               Opinion of Counsel...............................................
               Owner Mortgage Loan File.........................................
               P&I Advance......................................................
               Partial Liquidation Proceeds.....................................
               Partial Liquidation Receipt Period...............................
               Partial Unscheduled Principal Receipt............................
               Payment Adjustment Date..........................................
               Periodic Payment Cap.............................................
               Periodic Rate Cap................................................
               Person...........................................................
               PITI Funds.......................................................
               PITI Loan........................................................
               Pledge Holder....................................................
               Pledged Asset Mortgage Loan......................................
               PMI Advance......................................................
               Pool Insurance...................................................
               Pool Insurer.....................................................
               Pooling and Servicing Agreement..................................
               Preliminary Title Report.........................................
               Prepayment In Full...............................................
               Primary Mortgage Insurance.......................................
               Primary Mortgage Insurer.........................................
               Prior Month Receipt Period.......................................
               Property Inspection Report.......................................
               Prospectus.......................................................
               Prudent Servicing Practices......................................
               PUD (Planned Unit Development)...................................
               PUD Unit.........................................................
               Purchase Price...................................................
               Rating Agency....................................................
               Real Estate Owned (REO)..........................................
               Realized Loss....................................................
               Recovery.........................................................
               Reference Bank...................................................
               Regulation AB....................................................
               Relevant Servicing Criteria......................................
               REMIC............................................................
               REMIC Provisions.................................................
               Remittance Date..................................................
               Rents from Real Property.........................................
               REO Disposition..................................................
               REO Disposition Period...........................................
               Reportable Event.................................................
               Representing Party...............................................
               Retained Mortgage Loan File......................................
               SAIF.............................................................
               Sarbanes-Oxley Certification.....................................
               Scheduled Principal Balance......................................
               Securities Act...................................................
               Security Instrument..............................................
               Servicer.........................................................
               Servicer Loan Mortgage Number....................................
               Servicer Mortgage Loan File......................................
               Servicer Mortgage Loan Schedule..................................
               Servicing Criteria...............................................
               Servicing Fee....................................................
               Servicing Fee Percentage.........................................
               Single Family Property...........................................
               Subcontractor....................................................
               Subservicer......................................................
               Subsidy Funds....................................................
               Subsidy Loan.....................................................
               Tangible Net Worth...............................................
               T&I Advance......................................................
               Threshold Amount.................................................
               Title Insurance..................................................
               Transfer of Ownership............................................
               Trust............................................................
               Trust Administrator..............................................
               Trustee..........................................................
               Type 1 Mortgage Loans............................................
               Type 2 Mortgage Loans............................................
               Unpaid Principal Balance.........................................
               Unscheduled Principal Receipt....................................
               Value............................................................
               Wells Fargo Bank.................................................

                                    ARTICLE 2

                                  Construction

Section 2.1    Legal Construction...............................................
      2.1.1.   Compliance with Applicable Law...................................
      2.1.2.   Potential Conflict...............................................
      2.1.3.   Consistent Legal Compliance......................................
      2.1.4.   General Interpretive Rules.......................................
      2.1.5.   Construction of Provisions.......................................

Section 2.2    Servicer Practices...............................................
      2.2.1.   Prudent Servicing Practices......................................
      2.2.2.   Non-Discrimination Practices.....................................

Section 2.3    General Provisions...............................................
      2.3.1.   Servicer's Agreement.............................................
      2.3.2.   Term of Agreement................................................
      2.3.3.   Amended Mortgage Loan Schedule...................................
      2.3.4.   Assignment and Replacement.......................................
      2.3.5.   Notices..........................................................
      2.3.6.   Change of Accountants............................................

                                    ARTICLE 3

                                REMIC Compliance

Section 3.1    General..........................................................
      3.1.1.   Applicability....................................................
      3.1.2.   Modifications of Mortgage........................................
      3.1.3.   Indemnification with Respect to Certain Taxes and Loss of
               REMIC Status.....................................................

Section 3.2    REO Qualification................................................
      3.2.1.   Foreclosure Property.............................................
      3.2.2.   Foreclosure Property Qualification Restrictions..................
      3.2.3.   REO Disposition..................................................

Section 3.3    Prohibited Transactions and Activities...........................
      3.3.1.   Mortgage Loan Disposition Restriction............................
      3.3.2.   Personal Property................................................

Section 3.4    Eligible Investments.............................................
      3.4.1.   Custodial Account................................................
      3.4.2.   Escrow Account...................................................

                                    ARTICLE 4

                             Servicer Considerations

Section 4.1    Servicer Eligibility Standards...................................
      4.1.1.   Regulatory Approvals and Licensing...............................
      4.1.2.   Net Worth and Portfolio Requirements.............................
      4.1.3.   Auditor's Opinion; Other Annual Reports and Exchange Act
               Reporting........................................................
      4.1.4.   Use of Subservicers and Subcontractors...........................
      4.1.5.   Servicing Experience.............................................
      4.1.6.   Material Changes.................................................

Section 4.2    Errors and Omissions Insurance...................................
      4.2.1.   E & O Requirement................................................
      4.2.2.   E & O Scope......................................................
      4.2.3.   E & O Policy Maintenance.........................................
      4.2.4.   E & O Deductible.................................................
      4.2.5.   E & O Qualifications.............................................

Section 4.3    Fidelity Bond Coverage...........................................
      4.3.1.   Fidelity Bond Requirement........................................
      4.3.2.   Fidelity Bond Coverage...........................................
      4.3.3.   Fidelity Bond Scope..............................................
      4.3.4.   Fidelity Bond Maintenance........................................
      4.3.5.   Fidelity Bond Deductible.........................................
      4.3.6.   Fidelity Bond Rating Requirement.................................

Section 4.4    Servicer's Liability.............................................
      4.4.1.   Liability Exposure...............................................
      4.4.2.   Scope of Liability...............................................

Section 4.5    Indemnification..................................................
      4.5.1.   Scope of Indemnity by Servicer...................................
      4.5.2.   Survival of Indemnity............................................

Section 4.6    Servicer's Compensation; Indemnification.........................
      4.6.1.   Servicing Fee Amount.............................................
      4.6.2.   Servicing Fee Source.............................................
      4.6.3.   Indemnification of Servicer......................................

                                    ARTICLE 5

                         Representations and Warranties

Section 5.1    General..........................................................
      5.1.1.   Reliance.........................................................
      5.1.2.   Survival of Representations and Warranties.......................
      5.1.3.   Breach of Representation or Warranty.............................
      5.1.4.   Assignment of Representations and Warranties.....................

Section 5.2    Servicer Representations and Warranties..........................
      5.2.1.   Qualification of Servicer........................................
      5.2.2.   Requisite........................................................
      5.2.3.   No Conflicts.....................................................
      5.2.4.   Enforceable Agreement............................................
      5.2.5.   No Consents......................................................
      5.2.6.   Agency Approval..................................................
      5.2.7.   Financial Condition..............................................
      5.2.8.   Servicing Practices..............................................
      5.2.9.   No Impairment....................................................
      5.2.10.  No Inquiries.....................................................
      5.2.11.  No Performance Triggering Event..................................
      5.2.12.  No Termination...................................................
      5.2.13.  No Material Noncompliance........................................
      5.2.14.  Servicing Policies and Procedures................................
      5.2.15.  No Affiliations..................................................
      5.2.16.  Legal or Governmental Proceedings................................
      5.2.17.  Custodial and Escrow Accounts Current............................
      5.2.18.  Insurance Maintenance............................................

                                    ARTICLE 6

                              Custodial Accounting

Section 6.1    In General.......................................................
      6.1.1.   Custodial Account Establishment..................................
      6.1.2.   Custodial Account Separateness...................................
      6.1.3.   Custodial Account Maintenance....................................
      6.1.4.   Escrow Investment................................................
      6.1.5.   Clearing Account.................................................
      6.1.6.   Custodial Buydown Account........................................
      6.1.7.   Certificate Account..............................................
      6.1.8.   Custodial Subsidy Account........................................
      6.1.9.   Custodial PITI Account...........................................

Section 6.2    Custodial P&I Account............................................
      6.2.1.   Mandatory Deposits...............................................
      6.2.2.   Optional Deposits................................................
      6.2.3.   Permissible Withdrawals..........................................
      6.2.4.   Account Beneficiary..............................................
      6.2.5.   Use of Accounts..................................................

Section 6.3    Custodial T&I Account............................................
      6.3.1.   Mandatory Deposits...............................................
      6.3.2.   Permissible Withdrawals..........................................
      6.3.3.   Account Requirements.............................................
      6.3.4.   Account Balance..................................................

Section 6.4    Eligible Account Investments.....................................
      6.4.1.   Eligible Investments Permitted...................................
      6.4.2.   Eligible Investment Restrictions.................................
      6.4.3.   Eligible Investment Income.......................................
      6.4.4.   Eligible Investment Losses.......................................
      6.4.5.   Eligible Investments Reports.....................................
      6.4.6.   Inter-Company Uses of Funds......................................

                                    ARTICLE 7

                            Mortgage Loan Accounting

Section 7.1    In General.......................................................
      7.1.1.   Mortgage Loan Accounting Practices...............................
      7.1.2.   Record Keeping...................................................
      7.1.3.   Record Review....................................................

Section 7.2    Mortgage Loan Records............................................
      7.2.1.   Account Records..................................................
      7.2.2.   Account Record Information.......................................
      7.2.3.   Accounting Practice..............................................
      7.2.4.   Access to Certain Documentation and Information Regarding the
               Mortgage Loans...................................................

Section 7.3    Accounting Procedures............................................
      7.3.1.   Principal and Interest Computation...............................
      7.3.2.   Amortization Requirement.........................................
      7.3.3.   Negative Amortization............................................
      7.3.4.   Interest Calculations............................................
      7.3.5.   Buydown Loans....................................................

Section 7.4    Application Procedure............................................
      7.4.1.   Application Priority.............................................
      7.4.2.   [Reserved].......................................................
      7.4.3.   Advance Payments.................................................

Section 7.5    Curtailments.....................................................
      7.5.1.   Curtailment Amount...............................................
      7.5.2.   Curtailment Application..........................................
      7.5.3.   Effect of Curtailment............................................
      7.5.4.   Curtailment Transmission.........................................

Section 7.6    Liquidations.....................................................
      7.6.1.   Month End Interest...............................................
      7.6.2.   Liquidation Reports..............................................
      7.6.3.   Deposit of Funds.................................................
      7.6.4.   Document Request.................................................

Section 7.7    Realized Losses..................................................
      7.7.1.   Liquidation Realized Loss Determination..........................
      7.7.2.   Bankruptcy Realized Loss Determination...........................
      7.7.3.   Reporting Requirement............................................
      7.7.4.   Servicer's Liability.............................................

                                    ARTICLE 8

                                    ARM Loans

Section 8.1    ARM Loan Servicing...............................................
      8.1.1.   In General.......................................................
      8.1.2.   Servicer's Liability.............................................
      8.1.3.   Adjustment Reports...............................................
      8.1.4.   Substitute Index.................................................

Section 8.2    Notice of Periodic Adjustment....................................
      8.2.1.   Notice Requirement...............................................
      8.2.2.   Notice Contents..................................................

Section 8.3    ARM Loan Conversion..............................................
      8.3.1.   Servicer's Determination.........................................
      8.3.2.   Purchase by Servicer.............................................

                                    ARTICLE 9

                               Mortgage Loan Files

Section 9.1    Owner Mortgage Loan Files and Retained
               Mortgage Loan Files..............................................
      9.1.1.   Owner Mortgage Loan File and Retained Mortgage Loan File
               Requirements.....................................................
      9.1.2.   Custodian........................................................
      9.1.3.   Release of Documents from Owner Mortgage Loan File or Retained
               Mortgage Loan File...............................................
      9.1.4.   Execution by Trustee.............................................
      9.1.5.   Representing Party Officers' Certificate.........................
      9.1.6.   Custodial Fees...................................................

Section 9.2    Servicer Mortgage Loan Files.....................................
      9.2.1.   Servicer Mortgage Loan File Requirements.........................
      9.2.2.   Servicer Mortgage Loan File Access...............................
      9.2.3.   Alternate Media..................................................

Section 9.3    Requisite Form...................................................
      9.3.1.   Form of Endorsements.............................................
      9.3.2.   Form of Assignment...............................................

                                   ARTICLE 10

                                     Escrows

Section 10.1   Escrow Criteria..................................................
      10.1.1.  Escrow Requirement...............................................
      10.1.2.  Mortgage Loans without Escrow....................................

Section 10.2   Payment of Escrow Items..........................................
      10.2.1.  Escrow Payment Obligation........................................
      10.2.2.  Escrow Item Payments.............................................
      10.2.3.  Escrow Fund Insufficiency........................................
      10.2.4.  Nonpayment Notice................................................

Section 10.3   Escrow Fund Determination........................................
      10.3.1.  Escrow Funds Analysis............................................
      10.3.2.  Escrow Fund Surplus..............................................
      10.3.3.  Escrow Fund Deficiency...........................................

Section 10.4   Records..........................................................
      10.4.1.  Escrow Funds Records.............................................
      10.4.2.  Escrow Obligations Records.......................................

Section 10.5   Escrow Waiver....................................................
      10.5.1.  Waiver Conditions................................................
      10.5.2.  Waiver Rescission................................................

                                   ARTICLE 11

                       Collection and Servicing Practices

Section 11.1   General Servicing Requirements...................................
      11.1.1.  Servicing Practices..............................................
      11.1.2.  Tax Returns and Other Reports....................................
      11.1.3.  Servicer Internal Controls.......................................
      11.1.4.  Pool Insurance Compliance........................................
      11.1.5.  Primary Mortgage Insurance Compliance............................
      11.1.6.  Letter of Credit Compliance......................................

Section 11.2   Delegation of Duties.............................................
      11.2.1.  Permissible Delegations..........................................
      11.2.2.  Delegee's Qualifications.........................................
      11.2.3.  Responsibility for Costs.........................................
      11.2.4.  Servicer's Liability.............................................

Section 11.3   Due-on-Sale Clause Enforcement...................................
      11.3.1.  Enforcement Requirement..........................................
      11.3.2.  [Reserved].......................................................
      11.3.3.  Approval Requirement.............................................
      11.3.4.  Exempt Transactions..............................................

Section 11.4   Assumptions......................................................
      11.4.1.  Assumption Requirements..........................................
      11.4.2.  Approval and Release.............................................
      11.4.3.  Assumption Agreement Provided to Custodian.......................
      11.4.4.  Assumption Fees..................................................
      11.4.5.  Disclosure Requirement...........................................

Section 11.5   Partial Releases and Easements...................................
      11.5.1.  Prerequisites....................................................
      11.5.2.  Release or Modification of Lien..................................
      11.5.3.  Master Servicer's Approval.......................................

Section 11.6   Recordation of Assignments.......................................
      11.6.1.  Recordation Requirement..........................................
      11.6.2.  Extension of Recording Period....................................
      11.6.3.  Delivery Requirement.............................................
      11.6.4.  Waiver of Recordation............................................

Section 11.7   General Servicing Considerations.................................
      11.7.1.  Abandonment......................................................
      11.7.2.  Buydown Funds....................................................
      11.7.3.  Maintenance of Records...........................................
      11.7.4.  Eminent Domain...................................................
      11.7.5.  Late Charges.....................................................

Section 11.8   Borrower Bankruptcy..............................................
      11.8.1.  Servicer's Duty..................................................
      11.8.2.  Responsibility for Costs.........................................
      11.8.3.  Challenge Bankruptcy Reductions..................................
      11.8.4.  Bankruptcy Adjustments...........................................
      11.8.5.  Bankruptcy Plan Surveillance.....................................

                                   ARTICLE 12

                             Delinquency Management

Section 12.1   In General.......................................................
      12.1.1.  Servicing Practices..............................................
      12.1.2.  Servicer's Capabilities..........................................
      12.1.3.  Servicing Objectives.............................................
      12.1.4.  Servicer's Expenses..............................................

Section 12.2   Delinquency Servicing Procedures.................................
      12.2.1.  Late Notice......................................................
      12.2.2.  Telephonic Inquiry...............................................
      12.2.3.  Notice of Default................................................
      12.2.4.  Borrower Interview...............................................
      12.2.5.  Continuing Contacts..............................................
      12.2.6.  Property Inspection..............................................

Section 12.3   Relief of Borrowers..............................................
      12.3.1.  Servicer's Role..................................................
      12.3.2.  Servicer's Discretion............................................
      12.3.3.  Relief Requirement...............................................
      12.3.4.  Primary Mortgage Insurance Considerations........................
      12.3.5.  Responsibility for Costs.........................................
      12.3.6.  Forbearance Plan.................................................
      12.3.7.  Accommodation Limitations........................................
      12.3.8.  Pool Insurance Considerations....................................

Section 12.4   Special Delinquency Servicing Considerations.....................
      12.4.1.  Advance Responsibility During Delinquency........................
      12.4.2.  Primary Mortgage Insurance Compliance............................
      12.4.3.  Pool Insurance Compliance........................................

                                   ARTICLE 13

                           Foreclosure Administration

Section 13.1   Foreclosure Prerequisites........................................
      13.1.1.  Foreclosure/Alternative to Foreclosure Initiation................
      13.1.2.  Foreclosure Expenses.............................................
      13.1.3.  Hazardous Wastes.................................................

Section 13.2   Deed-in-Lieu of Foreclosure......................................
      13.2.1.  Conditions.......................................................
      13.2.2.  Subsequent Actions...............................................

Section 13.3   Actions Prior to Foreclosure.....................................
      13.3.1.  Notice Requirements..............................................
      13.3.2.  Initiation of Proceedings........................................
      13.3.3.  Short Sale of Defaulted Mortgage Loans in Lieu of Foreclosure....

Section 13.4   Foreclosure Procedures...........................................
      13.4.1.  Foreclosure Expenses.............................................
      13.4.2.  Bidding Instructions.............................................
      13.4.3.  Buydown Funds Use................................................
      13.4.4.  Servicer's Responsibilities......................................
      13.4.5.  Conveyance Documents.............................................

Section 13.5   Mortgage Loan Reinstatement......................................
      13.5.1.  Borrower's Full Payment..........................................
      13.5.2.  Borrower's Partial Payment.......................................
      13.5.3.  Obligations upon Reinstatement...................................
      13.5.4.  Certain Assumptions Permitted....................................

                                   ARTICLE 14

                               REO Administration

Section 14.1   General Provisions...............................................
      14.1.1.  REO Action Plan..................................................

Section 14.2   REO Servicing....................................................
      14.2.1.  REO Servicing Requirements.......................................
      14.2.2.  Servicer's Responsibilities......................................
      14.2.3.  [Reserved].......................................................

Section 14.3   REO Records and Reports..........................................
      14.3.1.  Records Retention................................................
      14.3.2.  Evidence of Title................................................
      14.3.3.  REO Expenses.....................................................
      14.3.4.  REO Documents....................................................

Section 14.4   REO Marketing....................................................
      14.4.1.  REO Marketing Efforts............................................
      14.4.2.  REO Sales........................................................
      14.4.3.  Primary Mortgage Insurance Considerations........................
      14.4.4.  Master Servicer Instructions.....................................
      14.4.5.  Pool Insurance Considerations....................................

Section 14.5   REO Rehabilitation...............................................
      14.5.1.  REO Rehabilitation Requirement...................................
      14.5.2.  [Reserved].......................................................
      14.5.3.  Written Contractor Bids..........................................
      14.5.4.  Primary Mortgage Insurance Considerations........................

Section 14.6   REO Administration Failure.......................................
      14.6.1.  Servicer Removal.................................................
      14.6.2.  Servicer's Continuing Obligations................................
      14.6.3.  Servicer's Duty to Compensate....................................

                                   ARTICLE 15

                         Insurance and Letter of Credit

Section 15.1   General Provisions...............................................
      15.1.1.  Insurance Requirements...........................................
      15.1.2.  Uninsured Losses.................................................
      15.1.3.  Servicer's Obligation to Maintain Insurance......................
      15.1.4.  Insurance Notices................................................
      15.1.5.  Default by Insurer...............................................
      15.1.6.  Insurance Carrier Rating.........................................
      15.1.7.  Insurance Carrier Licenses.......................................
      15.1.8.  Risk Exposure....................................................
      15.1.9.  Evidence of Insurance............................................

Section 15.2   Primary Mortgage Insurance.......................................
      15.2.1.  Primary Mortgage Insurance Requirement...........................
      15.2.2.  Primary Mortgage Insurance Coverage..............................
      15.2.3.  Primary Mortgage Insurer Downgrading.............................
      15.2.4.  Primary Mortgage Insurance Cancellation..........................
      15.2.5.  Primary Mortgage Insurance Claims................................

Section 15.3   Hazard Insurance.................................................
      15.3.1.  Hazard Insurance Requirement.....................................
      15.3.2.  Hazard Insurance Coverage........................................
      15.3.3.  Hazard Insurance Deductible......................................
      15.3.4.  Hazard Insurance Vacancy Coverage................................
      15.3.5.  Hazard Insurance Mortgagee Provisions............................

Section 15.4   Flood Insurance..................................................
      15.4.1.  Flood Insurance Requirement......................................
      15.4.2.  Flood Insurance Coverage.........................................
      15.4.3.  Flood Insurance Deductible.......................................

Section 15.5   Title Insurance..................................................
      15.5.1.  Servicer's Obligations...........................................
      15.5.2.  Policy Custody...................................................
      15.5.3.  Title Insurance Claims...........................................

Section 15.6   Insurance Loss Settlements.......................................
      15.6.1.  Settlement Approval..............................................
      15.6.2.  Settlement Disbursements.........................................
      15.6.3.  Settlement Funds.................................................
      15.6.4.  Settlement Notice................................................
      15.6.5.  Continuing Coverage..............................................
      15.6.6.  Property Inspections.............................................

Section 15.7   Letters of Credit................................................
      15.7.1.  Letter of Credit Draws...........................................
      15.7.2.  Draws in the Event of Servicer Termination.......................

                                   ARTICLE 16

                          Condominium and PUD Insurance

Section 16.1   General Provisions...............................................
      16.1.1.  Applicability....................................................
      16.1.2.  Premiums.........................................................
      16.1.3.  Deductible Reserves..............................................
      16.1.4.  Name of Insured..................................................
      16.1.5.  Mortgagee Clause.................................................
      16.1.6.  Reconstruction Coverage..........................................

Section 16.2   Common Area Multiple Peril Insurance.............................
      16.2.1.  Common Area Multiple Peril Insurance Requirement.................
      16.2.2.  Common Area Multiple Peril Insurance Coverage....................
      16.2.3.  Common Area Multiple Peril Insurance Deductible..................
      16.2.4.  Boiler and Machinery Coverage....................................

Section 16.3   Blanket Hazard Insurance.........................................
      16.3.1.  Blanket Hazard Insurance Requirement.............................
      16.3.2.  Blanket Hazard Insurance Coverage................................
      16.3.3.  Blanket Hazard Insurance Deductible..............................

Section 16.4   Common Area Comprehensive General Liability
               (CGL) Insurance..................................................
      16.4.1.  Common Area CGL Insurance Requirement............................
      16.4.2.  Common Area CGL Insurance Coverage...............................

Section 16.5   Owners' Association Fidelity Insurance...........................
      16.5.1.  Owners' Association Fidelity Insurance Requirement...............
      16.5.2.  Owners' Association Fidelity Insurance Coverage..................

Section 16.6   Blanket Flood Insurance..........................................
      16.6.1.  Blanket Flood Insurance Requirement..............................
      16.6.2.  Blanket Flood Insurance Coverage.................................
      16.6.3.  Blanket Flood Insurance Deductible...............................

                                   ARTICLE 17

                                    Advances

Section 17.1   Principal and Interest Advances..................................
      17.1.1.  P&I Advance Requirement..........................................
      17.1.2.  P&I Advance Limitation...........................................
      17.1.3.  P&I Advance Recovery.............................................
      17.1.4.  Advance During Bankruptcy and Foreclosure........................

Section 17.2   Foreclosure Advances.............................................
      17.2.1.  Foreclosure Advance Requirement..................................
      17.2.2.  Foreclosure Advance Limitation...................................
      17.2.3.  Foreclosure Advance Recovery.....................................
      17.2.4.  Foreclosure Advance Records......................................

Section 17.3   Tax & Insurance Advances.........................................
      17.3.1.  T&I Advance Requirement..........................................
      17.3.2.  T&I Advance Recovery.............................................
      17.3.3.  T&I Advance Limitation...........................................
      17.3.4.  Advance During Bankruptcy and Foreclosure........................

Section 17.4   Non-Recoverable Advances.........................................
      17.4.1.  Ordinary Recovery................................................
      17.4.2.  Final Recovery...................................................
      17.4.3.  Non-Recoverable Advance Determination............................

Section 17.5   Failure to Advance...............................................
      17.5.1.  Grounds for Termination..........................................
      17.5.2.  Servicer Reimbursement...........................................
      17.5.3.  Servicer Notification............................................

Section 17.6   Rehabilitation Advance...........................................
      17.6.1.  Rehabilitation Advance Requirement...............................
      17.6.2.  Rehabilitation Advance Limitation................................
      17.6.3.  Rehabilitation Advance Recovery..................................

Section 17.7   PMI Advances.....................................................
      17.7.1.  PMI Advance Option...............................................

                                   ARTICLE 18

                             Reporting Requirements

Section 18.1   Monthly Accounting Reports.......................................
      18.1.1.  Monthly Accounting Report Requirement............................
      18.1.2.  Monthly Accounting Report Elements...............................
      18.1.3.  Automated Reports................................................
      18.1.4.  Electronic Reporting.............................................
      18.1.5.  Machine Readable Records.........................................

Section 18.2   Account Reconciliations..........................................
      18.2.1.  Reconciliation Preparation.......................................
      18.2.2.  Account Records..................................................

Section 18.3   Monthly Remittance Requirements..................................
      18.3.1.  Remittance of Funds..............................................
      18.3.2.  Servicer Compensation............................................

                                   ARTICLE 19

                     Transfers and Termination of Servicing

Section 19.1   Transfer of Servicing............................................
      19.1.1.  Transfer Prohibition.............................................
      19.1.2.  Transfer Request.................................................
      19.1.3.  Servicer Liability...............................................
      19.1.4.  Master Servicer's Determination..................................

Section 19.2   Termination of Servicing.........................................
      19.2.1.  Grounds for Termination..........................................
      19.2.2.  Trustee Notification.............................................
      19.2.3.  Servicer Termination.............................................
      19.2.4.  Consequences of Termination......................................
      19.2.5.  Effect of Termination............................................
      19.2.6.  Custodial Account Threshold Reduction............................
      19.2.7.  Expenses of Termination..........................................

                                   ARTICLE 20

                            Miscellaneous Provisions

Section 20.1   Amendments.......................................................
      20.1.1.  Unilateral Authority.............................................
      20.1.2.  Consensual Amendment.............................................
      20.1.3.  Trustee Notification.............................................
      20.1.4.  Trustee Disapproval..............................................

Section 20.2   General Construction.............................................
      20.2.1.  Binding Nature...................................................
      20.2.2.  Entire Agreement.................................................
      20.2.3.  Governing Law....................................................
      20.2.4.  Indulgences Not Waivers..........................................
      20.2.5.  Titles Not to Affect Interpretation..............................
      20.2.6.  Provisions Severable.............................................
      20.2.7.  Servicer an Independent Contractor...............................
      20.2.8.  Third Party Beneficiary..........................................
      20.2.9.  Counterparts.....................................................

Section 20.3   Regulation AB Compliance; Intent of Parties;
               Reasonableness...................................................

EXHIBIT A      Wells Fargo & Company Master Guarantee Agreement Regarding
               Custodial P&I Account Funds
EXHIBIT B      Form of Annual Certification
EXHIBIT C      Subservicer Information


<PAGE>

      This Servicing Agreement, made as of this 25th day of October, 2007 (the
"Agreement"), between Wells Fargo Bank, N.A., a national banking association
(the "Servicer") and Wells Fargo Bank, N.A., a national banking association,
(the "Master Servicer"), recites and provides as follows:

                                    RECITALS

      WHEREAS, the Servicer is engaged in the business of servicing residential
mortgage loans and the Servicer desires to be retained to service the Mortgage
Loans identified on the Servicer Mortgage Loan Schedule subject to and in
accordance with the terms of this Agreement; and

      WHEREAS, the Master Servicer, acting pursuant to the Pooling and Servicing
Agreement related to the Wells Fargo Asset Securities Corporation, Mortgage
Pass-Through Certificates, Series 2007-AR5, will supervise, monitor and oversee
the performance of the Servicer under this Agreement.

      NOW THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Servicer and the Master Servicer agree as follows:

<PAGE>

                                    ARTICLE 1

                                   Definitions

      Section 1.1 Definitions.

      ACH: Automated Clearing House.

      Additional Form 10-D Disclosure: As defined in the Pooling and
Servicing Agreement.

      Additional Form 10-K Disclosure: As defined in the Pooling and
Servicing Agreement.

      Adjusted Tangible Net Worth: As of the date of determination
thereof, the sum of: (i) Servicer's Tangible Net Worth; plus (ii) one
percent (1%) of the amount of Servicer's servicing portfolio, as
determined by the Master Servicer in the Master Servicer's reasonable
discretion.

      Administration Disclosure: With respect to a Pledged Asset
Mortgage Loan, the Pledged Asset Mortgage Loan Administration and
Information Sharing Disclosure and Acknowledgment executed by the
related Borrower.

      Advance: Any payment made with respect to a Mortgage Loan or the related
Mortgaged Property by the Servicer from its own funds made in the nature of an
advance pursuant to the provisions of this Agreement.

      Affiliate: Any person or entity controlling, controlled by or under common
control with a specified entity. The term "control" means the power to direct
the management and policies of a person or entity, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise.
"Controlling" and "controlled" shall have meanings correlative to the foregoing.

      Amounts Held for Future Distribution: As to any Remittance Date, amounts
on account of (i) all Unscheduled Principal Receipts received after the last day
of the Applicable Unscheduled Principal Receipt Period ending in the month of
such Remittance Date and all related payments of interest on such principal
prepayments and amounts received from the Servicer or a Representing Party in
the month of such Remittance Date as the Purchase Price for any repurchased
Mortgage Loan and (ii) payments which represent early receipt of scheduled
payments of principal and interest due on a date or dates subsequent to the
related Due Date.

      Applicable Unscheduled Principal Receipt Period: With respect to the Type
1 Mortgage Loans and both Full Unscheduled Principal Receipts and Partial
Unscheduled Principal Receipts, the Mid-Month Receipt Period. With respect to
the Type 2 Mortgage Loans and both Full Unscheduled Principal Receipts and
Partial Unscheduled Principal Receipts, the Prior Month Receipt Period.

      Appraisal Report: A report setting forth the fair market value of a
Mortgaged Property as determined by an appraiser who, at the time the appraisal
was conducted, met the minimum qualifications of FNMA and FHLMC for appraisers
of conventional residential mortgage loans.

      ARM Loan: A Mortgage Loan, if any, the Mortgage Interest Rate of which is
subject to periodic adjustment in accordance with the terms of the related
Mortgage Note.

      Assigned Letter of Credit: A Letter of Credit related to a Pledged Asset
Mortgage Loan originated on or after June 14, 2002 where the named beneficiary
has been changed from Wells Fargo Bank to the Trustee.

      Assignment: The document which transfers all the rights of the secured
party pursuant to a Security Instrument to a transferee for valid consideration.

      Assumption: The process whereby, on sale or transfer of a legal or
beneficial interest in a Mortgaged Property, the new owner of such Mortgaged
Property becomes legally obligated under the terms of the related existing
Security Instrument, Mortgage Note and any addenda and riders to such Security
Instrument or Mortgage Note. Subsequent to the Assumption, the new owner of the
property shall be deemed to be the Borrower under the related Mortgage Loan
Documents.

      Balloon Amount: The remaining principal balance to be paid at maturity of
a Balloon Loan by the related Borrower pursuant to the terms of the related
Mortgage Note.

      Balloon Loan: A Mortgage Loan, if any, which amortizes its principal
payments over a period which is longer than the stated maturity of such Mortgage
Loan pursuant to the terms of the related Mortgage Note so as to require the
payment of the Balloon Amount at maturity in order to retire the Mortgage Loan.

      Bankruptcy Code: The Bankruptcy Code of 1978, as amended.

      BIF: The Bank Insurance Fund.

      Borrower: The individual obligated to repay a Mortgage Loan. (The
Borrower may be the beneficiary or beneficiaries of an Illinois land
trust when the Mortgaged Property is located in Illinois.)

      Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a
legal holiday in the City of New York, State of Maryland, State of Minnesota or
State of Iowa or (iii) a day on which banking institutions in the City of New
York, or the State of Maryland, State of Minnesota or State of Iowa are
authorized or obligated by law or executive order to be closed.

      Buydown Agreement: An agreement governing the application of Buydown Funds
with respect to a Mortgage Loan.

      Buydown Funds: Money advanced by a builder, seller or other interested
party to reduce a Borrower's Monthly Payment during the initial years of a
Mortgage Loan.

      Certificate Account: A segregated custodial account established by the
Master Servicer into which the Servicer shall remit funds from the related
Custodial P&I Account.

      Certificates: As defined in the Pooling and Servicing Agreement.

      Certificateholders: As defined in the Pooling and Servicing
Agreement.

      Code: The Internal Revenue Code of 1986, as it may be amended from time to
time, any successor statutes thereto, and applicable U.S. Department of the
Treasury temporary or final regulations promulgated thereunder.

      Commission: The United States Securities and Exchange Commission.

      Condominium Project: Real estate including the separate ownership in fee,
or on a satisfactory leasehold estate, of a particular residential unit with an
indivisible interest in the real estate designated for common ownership strictly
by unit owners.

      Condominium Unit: A Single Family Property within a Condominium
Project.

      Converted Mortgage Loan: An ARM Loan with respect to which the Borrower
has complied with the applicable requirements of the related Mortgage Note to
convert the related Mortgage Interest Rate to a fixed rate of interest, and the
Servicer has processed such conversion.

      Co-op Shares: Shares issued by private non-profit housing
corporations.

      Current Value: The appraised value of the related Mortgaged Property (a)
from an Appraisal Report conducted within six (6) months of the use of such
value under this Agreement or (b) determined by such other method acceptable to
the Master Servicer.

      Curtailment: A partial prepayment by the Borrower of principal on a
Mortgage Loan that otherwise is current, which prepayment is not accompanied by
an amount representing the full amount of scheduled interest due on the related
Mortgage Loan.

      Custodial Agreement: As defined in the Pooling and Servicing
Agreement.

      Custodial Buydown Account: An account maintained by the Servicer
specifically to hold all Buydown Funds to be applied to individual
Mortgage Loans.

      Custodial PITI Account: An account maintained by the Servicer specifically
to hold all PITI Funds to be applied to individual Mortgage Loans.

      Custodial Principal and Interest (P&I) Account: An account maintained by
the Servicer, specifically for the collection of principal and interest,
Insurance Proceeds, Liquidation Proceeds and other amounts received with respect
to Mortgage Loans.

      Custodial Subsidy Account: An account maintained by the Servicer
specifically to hold all Subsidy Funds to be applied to individual Mortgage
Loans.

      Custodial Taxes and Insurance (T&I) Account: An account maintained by the
Servicer, specifically for the payment of real estate tax assessments and
insurance premiums in respect of Mortgaged Property related to Mortgage Loans.

      Custodian: The Corporate Trust Services division of Wells Fargo Bank or
its successor in interest under the Custodial Agreement.

      Cut-Off Date: As specified in Article XI of the Pooling and Servicing
Agreement.

      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
constituting a Deficient Valuation.

      Deficient Valuation: With respect to any Mortgage Loan the related
Mortgaged Property of which is involved in a bankruptcy proceeding, the
reduction by the bankruptcy court of the Unpaid Principal Balance of the
Mortgage Note.

      Delinquency/Delinquent: A Delinquency with respect to a Mortgage Loan
occurs, or a Mortgage Loan is Delinquent when all or part of a Borrower's
Monthly Payment or, where applicable, an Escrow Item is paid after the
applicable Due Date. For reporting purposes, a Delinquency that remains uncured
for 30 days or more, but less than 60 days, is considered a 30-day Delinquency.
A Delinquency that has been uncured for more than 60 days, but less than 90
days, is considered a 60-day Delinquency. A Delinquency that has been uncured
for 90 days or more is considered a 90-day Delinquency. The foregoing shall be
determined based on an assumption of a year comprised of twelve 30-day months.

      Depositor: Wells Fargo Asset Securities Corporation.

      Determination Date: The 17th day of the month in which the related
Remittance Date occurs, or if such 17th day is not a Business Day, the Business
Day preceding such 17th day.

      Directly Operate: With respect to any REO, the direct or indirect
furnishing or rendering of services to the tenants thereof, management or
operation of such REO, the holding of such REO primarily for sale to customers,
performance of any construction work thereon or any use of such REO in a trade
or business, in each case other than with the approval of the Master Servicer;
provided, however, that the Servicer shall not be considered to Directly Operate
an REO solely because it establishes rental terms, chooses tenants, enters into
or renews leases, deals with taxes and insurance, or makes decisions as to
repairs or capital expenditures with respect to such REO.

      Distribution Date: As defined in the Pooling and Servicing
Agreement.

      Document Transfer Date: As defined in the Pooling and Servicing
Agreement.

      Document Transfer Event: As defined in the Pooling and Servicing
Agreement.

      Due Date: With respect to a Mortgage Loan, the day of each month on which
a Monthly Payment and, where applicable, any Escrow Funds payment is due as
stated in the related Mortgage Note. The Due Date for all Mortgage Loans shall
be the first day of each month.

      Due-On-Sale Clause: The clause in a Security Instrument requiring the
payment of the Unpaid Principal Balance of the related Mortgage Loan upon the
sale of, or the transfer of an interest in, the related Mortgaged Property.

      Eligible Account: As defined in the Pooling and Servicing
Agreement.

      Eligible Custodial P&I Account: As defined in Section 6.1.2.

      Eligible Investments: As defined in the Pooling and Servicing
Agreement.

      Errors and Omissions Policy: An insurance policy naming the Trustee, its
successors and assigns as loss payees relative to losses caused by errors or
omissions of the Servicer and its personnel, including, but not limited to
losses caused by the failure to pay insurance premiums or taxes, to record or
perfect liens, to effect valid transfers of Mortgage Notes, or to properly
service Mortgage Loans.

      Escrow Funds: All funds collected with respect to a Mortgage Loan by the
Servicer to cover related Escrow Items according to the provisions of this
Agreement.

      Escrow Item: An expense required to be paid by a Borrower under the
related Security Instrument including, without limitation, taxes, special
assessments, ground rents, water, sewer and other governmental impositions or
charges that are or may become liens on the related Mortgaged Property prior to
that of the related Security Instrument, as well as Hazard Insurance, Flood
Insurance and Primary Mortgage Insurance premiums.

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

      FDIC: Federal Deposit Insurance Corporation and its successors.

      FHA: The Federal Housing Administration and its successors.

      FHLMC: Federal Home Loan Mortgage Corporation and its successors.

      Fidelity Bond: An insurance policy naming the Trustee, its successors and
assigns as loss payees relative to losses caused by improper or unlawful acts of
the Servicer's personnel.

      Final Title Condition Report. A title condition report issued by American
Land Title Company, Inc., a wholly-owned subsidiary of the Servicer, evidencing
that according to the records of the county in which the Mortgaged Property is
located, the Security Instrument is a valid first lien on the related Mortgaged
Property subject only to permitted encumbrances.

      Flood Insurance: An insurance policy insuring against flood damage to a
Mortgaged Property, where required.

      FNMA: Federal National Mortgage Association and its successors.

      Form 8-K: As defined in the Pooling and Servicing Agreement.

      Form 8-K Disclosure Information: As defined in the Pooling and
Servicing Agreement.

      Form 10-D: As defined in the Pooling and Servicing Agreement.

      Form 10-K: As defined in the Pooling and Servicing Agreement.

      Full Unscheduled Principal Receipt: Any Unscheduled Principal Receipt with
respect to a Mortgage Loan (i) in the amount of the outstanding principal
balance of such Mortgage Loan and resulting in the full satisfaction of such
Mortgage Loan or (ii) representing Liquidation Proceeds other than Partial
Liquidation Proceeds.

      GNMA: Government National Mortgage Association and its successors.

      GPM (or GPARM) Loan: A fixed rate Mortgage Loan or ARM Loan, if any, that
provides during a portion of its term that the interest portion of the Monthly
Payment on such Mortgage Loan shall be less than the full amount of interest due
on such Mortgage Loan based on the related Mortgage Interest Rate.

      Gross Margin: With respect to each ARM Loan, the fixed percentage
specified in the related Mortgage Note that is added to the applicable Index on
each Interest Adjustment Date to determine the new Mortgage Interest Rate for
such ARM Loan.

      Hazard Insurance: A fire and casualty extended coverage insurance policy
insuring against loss or damage from fire and other perils covered within the
scope of standard extended hazard coverage naming the Servicer, its successors
and assigns, as a mortgagee under a standard mortgagee clause, together with all
riders and endorsements thereto.

      HUD: The United States Department of Housing and Urban
Development and its successors.

      Index: With respect to each ARM Loan, the applicable index specified in
the related Mortgage Note that is added to the related Gross Margin on each
Interest Adjustment Date to determine the new Mortgage Interest Rate for such
ARM Loan.

      Insurance Policy: Any insurance policy for a Mortgage Loan required
hereunder, including, without limitation, Primary Mortgage Insurance, Hazard
Insurance, Flood Insurance, Pool Insurance and Title Insurance policies.

      Insurance Proceeds: Proceeds from an Insurance Policy, other than such
proceeds which are applied by the Borrower or held to be applied by the Borrower
to the restoration of the related Mortgaged Property.

      Interest Adjustment Date: With respect to each ARM Loan, the date on which
the related Mortgage Interest Rate changes in accordance with the terms of such
Mortgage Note, the first of which is set forth in such Mortgage Note and on the
respective Servicer Mortgage Loan Schedule.

      Letter of Credit: With respect to a Pledged Asset Mortgage Loan, a letter
of credit issued by the Pledge Holder which may be drawn on by the Servicer in
the event that the related Pledged Asset Mortgage Loan continues in default for
90 days.

      Liquidation: Application of full payment to a Mortgage Loan which results
in the release of the lien of the related Security Instrument on any related
Mortgaged Property, whether through foreclosure and sale of the related REO,
condemnation, prepayment in full or otherwise, or the realization of all sums
from the final disposition of the related REO, provided that when a PMI Advance
is made with respect to a Mortgage Loan, for purposes of Sections 7.6, 7.7, 18.1
and 18.3, the Liquidation of a Mortgage Loan will be deemed to have occurred
upon the application of all payments to the Mortgage Loan other than the Primary
Mortgage Insurance proceeds covered by such PMI Advance.

      Liquidation Proceeds: The amount received or advanced by the Servicer
which ultimately relates to the Liquidation of a Mortgage Loan, including any
PMI Advances and amounts received by drawing on a Letter of Credit in connection
with the Liquidation of a Mortgage Loan.

      Liquidation Profits: As defined in the Pooling and Servicing
Agreement.

      Loan Originator: The entity that closes a Mortgage Loan in its
own name.

      Loan-to-Value (LTV): The ratio that results when the Unpaid Principal
Balance of a Mortgage Loan is divided by the Value of the related Mortgaged
Property.

      Lost Note Affidavit: An affidavit executed by an Officer of the Servicer
identifying the applicable Mortgage Note, stating that such Mortgage Note has
not been located after a thorough and diligent search and agreeing to indemnify
the purchaser of the Mortgage Loan against any loss from the unavailability of
the original Mortgage Note. Attached to such affidavit shall be a true and
correct copy of the original Mortgage Note.

      Master Servicer: Wells Fargo Bank or any successors or assigns. Initially,
the maser servicing function will be performed by the Corporate Trust Services
division of Wells Fargo Bank.

      Master Servicer Loan Number: A unique number assigned by the Master
Servicer to each Mortgage Loan set forth in the Servicer Mortgage Loan Schedule.

      Maximum Lifetime Mortgage Interest Rate: With respect to each ARM (or
GPARM) Loan, the interest rate set forth in the related Mortgage Note as the
maximum Mortgage Interest Rate thereunder.

      Maximum Negative Amortization Amount: With respect to any Mortgage Loan
that provides for negative amortization, the maximum principal balance which is
permitted under the terms of the related Mortgage Note.

      MERS: Mortgage Electronic Registration Systems, Inc. or its
designee.

      Mid-Month Receipt Period: With respect to each Remittance Date, the one
month period beginning on the Determination Date occurring in the calendar month
preceding the month in which such Remittance Date occurs and ending on the day
preceding the Determination Date immediately preceding such Remittance Date.

      Minimum Lifetime Mortgage Interest Rate: With respect to each ARM Loan,
the interest rate set forth in the related Mortgage Note as the minimum Mortgage
Interest Rate thereunder, if any.

      Month End Interest: In the event that any Prepayments in Full of any
Mortgage Loans are received by the Servicer after the Applicable Unscheduled
Principal Receipt Period in the month in which such prepayments occurred, the
lesser of (i) the aggregate of the difference for each such Mortgage Loan
between the interest payment that would have been paid on such Mortgage Loan
that was prepaid through the last day of the month in which such prepayment
occurred and the interest payment actually received by the Servicer on such
Mortgage Loan that was prepaid and (ii) the product of 1/12th of 0.20% and the
aggregate of the Scheduled Principal Balance of all the Mortgage Loans serviced
hereunder.

      Month End Interest Shortfall: The excess of the amount described in clause
(i) of the definition of Month End Interest over the amount described in clause
(ii) of the definition thereof.

      Monthly Accounting Reports: The reports due from the Servicer on a monthly
basis (in the case of Type 2 Mortgage Loans, due no later than the tenth
calendar day of the month, or the preceding Business Day if the tenth day is not
a Business Day and, in the case of Type 1 Mortgage Loans, due no later than the
18th calendar day of the month, or the preceding Business Day if the 18th day is
not a Business Day) relative to all Mortgage Loans serviced by the Servicer,
which reports are required to be submitted to the Master Servicer.

      Monthly Payment: With respect to any Mortgage Loan, the scheduled monthly
payment of principal and interest due in the applicable month under the terms of
the related Mortgage Note.

      Monthly Remittance: The Servicer's aggregate payment due each
month to the Certificate Account as specified in Section 18.3.1.

      Mortgage Interest Rate: The interest rate payable by the Borrower on a
Mortgage Loan according to the terms of the Mortgage Note which, in the case of
ARM Loans, may be adjusted periodically as provided in such Mortgage Note.

      Mortgage Loan: A mortgage loan identified on the Servicer Mortgage Loan
Schedule. "Mortgage Loan" includes all of the Trustee's right, title and
interest in and to such Mortgage Loan, including, without limitation, the
related Mortgage Loan Documents and all other material and information collected
by the Servicer in connection with the Mortgage Loan including Monthly Payments,
Liquidation Proceeds, Insurance Proceeds and all other rights, benefits and
proceeds arising from or in connection with such Mortgage Loan.

      Mortgage Loan DocumentsWith respect to a Mortgage Loan, the documents to
be delivered to the Custodian pursuant to Section 2.01 of the Pooling and
Servicing Agreement, and all other documents described in Article 9 hereof.

      Mortgage Loan Purchase Agreement: As defined in the Pooling and
Servicing Agreement.

      Mortgage Note: A manually executed written instrument evidencing the
related Borrower's promise to repay a stated sum of money, plus interest, to the
related Loan Originator by a specific date according to a schedule of monthly
principal and interest payments.

      Mortgage Note Assumption Rider: A rider attached to a Mortgage Note which
states the terms upon which an Assumption may occur, including, but not limited
to, consent in writing by the insurer under any Primary Mortgage Insurance
Policy with respect to the related Mortgage Loan.

      Mortgage Pass-Through Certificates: The specific series of Wells Fargo
Asset Securities Corporation, mortgage pass-through certificates specified on
page 1 of this Agreement.

      Mortgaged Property: Land, improvements thereon and other property subject
to the lien of a Security Instrument, which may include Co-op Shares or
residential long-term leases, securing repayment of the debt evidenced by the
related Mortgage Note.

      Mortgagee: The secured party to which a Security Instrument initially
grants a lien on the related Mortgaged Property.

      Net Mortgage Interest Rate: With respect to a Mortgage Loan, the
difference between (a) the Mortgage Interest Rate on such Mortgage Loan and (b)
the Servicing Fee Percentage.

      Non-Assigned Letter of Credit: A Letter of Credit where the named
beneficiary is Wells Fargo Bank.

      Non-Recoverable Advance: Any amount previously advanced by the Servicer
with respect to a Mortgage Loan which the Servicer has determined, pursuant to
the terms of this Agreement, not to be recoverable from Insurance Proceeds,
Liquidation Proceeds or other payments with respect to such Mortgage Loan.

      Notice of Periodic Adjustment: With respect to each ARM Loan, a notice
provided to the Borrower of any changes or adjustments to the related Mortgage
Interest Rate or the related Monthly Payment.

      Officer: An officer of a corporation or a principal of a partnership, who
is authorized to execute documents on behalf of his corporation or partnership,
respectively.

      Officer's Certificate: A certificate signed by the Chairman of the Board
or a Vice President or an Assistant Vice President and certified by the
Treasurer or the Secretary or one of the Assistant Treasurers or Assistant
Secretaries of the Servicer, and delivered to the Master Servicer as required by
this Agreement.

      Opinion of Counsel: A written opinion of counsel, reasonably acceptable in
form and substance to the Master Servicer, and who may be in-house or outside
counsel to the Servicer but which must be Independent outside counsel with
respect to any such opinion of counsel concerning the taxation, or status for
tax purposes, of the Trustee.

      Owner Mortgage Loan File: With respect to each Mortgage Loan, a file
maintained by the Custodian for such Mortgage Loan, which file contains the
documents specified in Section 2.01(a) of the Pooling and Servicing Agreement,
as well as any other documents required to be added to the Owner Mortgage Loan
File pursuant to the Pooling and Servicing Agreement.

      P&I Advance: An advance by the Servicer of any principal and interest
payments not timely paid by the related Borrower (other than with respect to a
Balloon Loan, any amounts of principal payments in respect of Balloon Amounts)
to ensure that there are sufficient funds to cover the Monthly Remittance on
each Remittance Date.

      Partial Liquidation Proceeds: As to any Remittance Date, Liquidation
Proceeds received by the Servicer on a Mortgage Loan during the related Partial
Liquidation Receipt Period other than those Liquidation Proceeds received during
such Partial Liquidation Receipt Period which result from the complete and final
Liquidation of such Mortgage Loan.

      Partial Liquidation Receipt Period: As to any Remittance Date, the period
from and including the Determination Date occurring in the month preceding the
month of such Remittance Date (or, in the case of the first Remittance Date,
from and including the Cut-off Date) to but not including the Determination Date
occurring in the month of such Remittance Date.

      Partial Unscheduled Principal Receipt: An Unscheduled Principal
Receipt which is not a Full Unscheduled Principal Receipt.

      Payment Adjustment Date: With respect to each ARM Loan, the date on which
the Borrower's Monthly Payment changes in accordance with the terms of the
related Mortgage Note.

      Periodic Payment Cap: With respect to an ARM Loan, the limit on the
percentage increase that may be made on the related Monthly Payment on any
Payment Adjustment Date, as set forth in the related Mortgage Note.

      Periodic Rate Cap: With respect to an ARM Loan, the limit, expressed as
incremental percentage points, on the increase or decrease that may be made to
the related Mortgage Interest Rate on any Interest Adjustment Date from such
Mortgage Interest Rate immediately prior to such Interest Adjustment Date, as
set forth in the related Mortgage Note.

      Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust or unincorporated organization.

      PITI Funds: Funds contributed by a builder on behalf of a Borrower in
order to reduce the payments required from the Borrower for a specified period
in specified amounts.

      PITI Loan: A Mortgage Loan, if any, as to which a builder makes payments
of principal, interest, taxes and/or insurance on behalf of the Borrower for a
specified period of time.

      Pledge Holder: The entity which issued a Letter of Credit.

      Pledged Asset Mortgage Loan: A Mortgage Loan as to which, at the time of
origination, a Letter of Credit was issued in favor of the initial holder of
such Mortgage Loan.

      PMI Advance: As defined in Section 17.7.1.

      Pool Insurance: An insurance policy insuring against certain
credit risk losses on certain Mortgage Loans up to a certain amount.

      Pool Insurer: With respect to any Mortgage Loan, the insurer
under the Pool Insurance policy relating to such Mortgage Loan.

      Pooling and Servicing Agreement: The pooling and servicing
agreement among Wells Fargo Asset Securities Corporation, as depositor,
Wells Fargo Bank, N.A., as master servicer, the Trustee, and, if
applicable, the Trust Administrator, relating to the issuance of the
Mortgage Pass-Through Certificates.

      Preliminary Title Report: A report issued by a title insurance company in
anticipation of issuing a Title Insurance policy which evidences existing liens
and gives a preliminary opinion as to the absence of any encumbrance on title to
a Mortgaged Property, except liens to be removed on or before purchase or
refinance, as the case may be, by the Borrower and Permitted Encumbrances.

      Prepayment In Full: With respect to any Mortgage Loan, any payment by the
Borrower in the amount of the outstanding principal balance of such Mortgage
Loan which is received in advance of its Due Date and is not accompanied by an
amount representing scheduled interest for any period subsequent to the date of
prepayment.

      Primary Mortgage Insurance: Insurance obtained from a Primary Mortgage
Insurer which insures the holder of a Mortgage Note against loss in the event
the related Borrower defaults under such Mortgage Note or the related Security
Instrument, including all riders and endorsements thereto.

      Primary Mortgage Insurer: With respect to any Mortgage Loan, the insurer
under the Primary Mortgage Insurance policy relating to such Mortgage Loan.

      Prior Month Receipt Period: With respect to each Remittance Date, the
calendar month preceding the month in which such Remittance Date occurs.

      Property Inspection Report: A report, submitted by the Servicer
to the Master Servicer, describing the related Mortgaged Property.

      Prospectus: As defined in the Pooling and Servicing Agreement.

      Prudent Servicing Practices: Such practices observed generally by
servicers in discharging their servicing obligations in a prudent manner in
accordance with industry standards for mortgage loans similar to the Mortgage
Loans.

      PUD (Planned Unit Development): A parcel of real estate that contains
property and improvements owned and maintained by a homeowners' association,
corporation or trust for the enjoyment and use of individual PUD Unit owners
within that parcel of land. The shared portions of the parcel are known as
common property.

      PUD Unit: A single family residential property within a PUD.

      Purchase Price: With respect to any Mortgage Loan required to be purchased
by the Servicer pursuant to Section 5.1.3 or Section 8.3.2 hereof, an amount
equal to (a) the Unpaid Principal Balance of the Mortgage Loan, plus (b) accrued
interest thereon at the Mortgage Interest Rate through the last day of the month
in which the purchase occurs, and, if the Servicer is the entity paying the
Purchase Price, minus (c) any unreimbursed advances of principal and interest
made by the Servicer on such Mortgage Loan and any outstanding Servicing Fee
owed with respect to such Mortgage Loan. Further, in connection with any such
purchase of a Mortgage Loan as a result of a breach of a representation or
warranty under this Agreement, the Servicer shall provide the Trustee with an
indemnity, in form and substance satisfactory to the Master Servicer, against
additional costs, expenses and taxes arising out of the repurchase. With respect
to any Mortgage Loan purchased or repurchased from the Trustee pursuant to an
agreement other than this Agreement, the purchase price specified in such other
agreement.

      Rating Agency: As defined in the Pooling and Servicing Agreement.

      Real Estate Owned (REO): Any Mortgaged Property the title to which is
acquired on behalf of the Trustee through foreclosure, deed-in-lieu of
foreclosure, abandonment or reclamation from bankruptcy in connection with a
defaulted Mortgage Loan.

      Realized Loss: As to any defaulted Mortgage Loan, any loss realized by the
Trustee of such Mortgage Loan as calculated pursuant to Section 7.7 hereof.

      Recovery: As defined in the Pooling and Servicing Agreement.

      Reference Bank: Wells Fargo Bank, N.A. or if such entity is no longer
lending money or no longer quoting a prime rate, such other entity as the Master
Servicer may specify by written notice to the Servicer.

      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 (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.

      Relevant Servicing Criteria: The Servicing Criteria applicable to the
Servicer, as set forth on Exhibit R to the Pooling and Servicing Agreement. For
clarification purposes, multiple parties can have responsibility for the same
Relevant Servicing Criteria. With respect to a Subcontractor or Subservicer
engaged by the Servicer, the term "Relevant Servicing Criteria" refers to the
portion of the Relevant Servicing Criteria applicable to the Servicer insofar as
the functions required to be performed by the Servicer are to be performed by
the Subcontractor or Subservicer, as applicable.

      REMIC: The segregated pool or pools of assets designated as one or more
real estate mortgage investment conduits, within the meaning of the REMIC
Provisions, pursuant to the Pooling and Servicing Agreement.

      REMIC Provisions: The provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of the Code, and related provisions, and regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to time and
including any proposed legislation or regulations which, as proposed, would have
an effective date prior to enactment thereof.

      Remittance Date: The 24th day of each month (or the preceding Business Day
if the 24th day is not a Business Day). Each month, the Servicer must transfer
all required funds from the Custodial P&I Account to the Certificate Account on
or before the Remittance Date.

      Rents from Real Property: With respect to any REO, gross income of the
character described in Section 856(d) of the Code (generally, rent for the use
of real property, the amount of which is not dependent, in whole or in part,
upon the income or profit of any person, including certain payments for certain
services and personal property incidental to and customarily provided in
connection with the rental of such real property.)

      REO Disposition: The receipt by the Servicer of Liquidation Proceeds and
other payments and recoveries (including proceeds of a final sale) from the sale
or other disposition of the REO.

      REO Disposition Period: The period of time in which the Servicer shall
dispose or cooperate with the Trustee in disposing of an REO as set forth in
Section 14.4.2.

      Reportable Event: As defined in the Pooling and Servicing
Agreement.

      Representing Party: A Person that has transferred Mortgage Loans, directly
or through one or more intermediaries, to the Trustee pursuant to an agreement
for the sale of Mortgage Loans pursuant to which a Representing Party has made
representations and warranties with respect to certain Mortgage Loans, and under
which the Trustee, its successors and assigns has recourse against such
Representing Party for any breach thereunder with respect to such Mortgage
Loans.

      Retained Mortgage Loan File: A file for each Mortgage Loan maintained by
the Servicer prior to any Document Transfer Date and by the Custodian after any
Document Transfer Date that contains the documents specified in Section 2.01(b)
of the Pooling and Servicing Agreement and any additional documents required to
be added to the Retained Mortgage Loan File pursuant to the Pooling and
Servicing Agreement.

      SAIF: The Savings Association Insurance Fund.

      Sarbanes-Oxley Certification: As defined in the Pooling and
Servicing Agreement.

      Scheduled Principal Balance: With respect to each Mortgage Loan (or
related REO), the principal balance of such Mortgage Loan as of the applicable
Due Date calculated by taking into account the application of any Monthly
Payments due on or before such Due Date (whether or not such Monthly Payments
were received from the Borrower), and Curtailments, Insurance Proceeds or
Liquidation Proceeds, and Realized Losses received or realized by the Servicer
prior to such Due Date.

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

      Security Instrument: A written instrument creating a valid first lien on a
Mortgaged Property. A Security Instrument may be in the form of a mortgage, deed
of trust, deed to secure debt or security deed, including any riders and addenda
thereto.

      Servicer: Wells Fargo Bank, the entity that has entered into this
Agreement with the Master Servicer and any successors or assigns of Wells Fargo
Bank. Initially the servicing functions will be performed by the Wells Fargo
Home Mortgage division of Wells Fargo Bank.

      Servicer Loan Mortgage Number: A unique number assigned by the Servicer to
a Mortgage Loan.

      Servicer Mortgage Loan File: A file maintained by the Servicer for each
Mortgage Loan that contains the documents specified in Section 9.2 hereof, as
well as any other documents that come into the Servicer's possession with
respect to a Mortgage Loan.

      Servicer Mortgage Loan Schedule: The Mortgage Loans on the Mortgage Loan
Schedule (as defined in the Pooling and Servicing Agreement) that are serviced
by the Servicer.

      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: For each Mortgage Loan, the compensation due the Servicer
in an amount equal to the product of (i) one-twelfth of the Servicing Fee
Percentage and (ii) the Scheduled Principal Balance of the Mortgage Loan as of
the immediately preceding Due Date (without taking into account any payment of
principal due on such Due Date).

      Servicing Fee Percentage: With respect to each Mortgage Loan, the
percentage specified on the Servicer Mortgage Loan Schedule.

      Single Family Property: A one-unit residential property.

      Subcontractor: Any vendor, subcontractor or other Person that is not
responsible for the overall servicing (as "servicing" is commonly understood by
participants in the mortgage-backed securities market) of the Mortgage Loans but
performs one or more discrete functions identified in Item 1122(d) of Regulation
AB with respect to the Mortgage Loans under the direction or authority of the
Servicer or a Subservicer.

      Subservicer: Any Person that services the Mortgage Loans on behalf of the
Servicer or any Subservicer and 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 by the Servicer under
this Agreement that are identified in Item 1122(d) of Regulation AB.

      Subsidy Funds: Funds contributed by the employer of a Borrower in order to
reduce the payments required from the Borrower for a specified period in
specified amounts.

      Subsidy Loan: A Mortgage Loan, if any, subject to a temporary interest
subsidy agreement pursuant to which the monthly interest payments made by the
related Borrower will be less than the scheduled monthly interest payments on
such Mortgage Loan, with the resulting difference in interest payments being
provided by the employer of the Borrower.

      Tangible Net Worth: As of the date of determination thereof, the par value
(or value stated on the Servicer's books) of the capital stock of all classes of
the Servicer, plus, or minus in the case of a deficiency, the amount of paid in
capital and retained earnings of the Servicer, all determined in accordance with
generally accepted accounting principles as are then in effect. The Master
Servicer may exclude assets that are unacceptable, in the Master Servicer's
reasonable discretion, from the determination of the Servicer's Tangible Net
Worth.

      T&I Advance: An advance by the Servicer of any taxes and insurance
premiums due with respect to any Mortgage Loan.

      Threshold Amount: With respect to any Custodial P&I Account, (i) $100,000
or, in the case of any Eligible Custodial P&I Account, the aggregate amount on
deposit therein (i.e., an unlimited amount); or (ii) after any notice has been
given pursuant to Section 19.2.6, the amount specified in such notice.

      Title Insurance: An American Land Title Association (ALTA) mortgage loan
title policy form 1970, or other form of Title Insurance Policy acceptable to
FNMA or FHLMC, including all riders and endorsements thereto, insuring that the
Security Instrument constitutes a valid first lien on the related Mortgaged
Property subject only to permitted encumbrances.

      Transfer of Ownership: Includes, but is not limited to, the conveyance of
a Mortgaged Property, whether legal or equitable, voluntary or involuntary, by
any of the following methods:

      (a)   outright sale;
      (b)   deed;
      (c)   installment sale contract;
      (d)   land contract;
      (e)   contract for deed;
      (f)   leasehold interest with the term greater than three years;
      (g)   lease with option to purchase;
      (h)   land trust; or
      (i)   any other conveyance of an interest in real property,
            including those involving secondary financing.

      Trust: The trust created by the Pooling and Servicing Agreement.

      Trust Administrator: If applicable, the trust administrator specified in
the Pooling and Servicing Agreement, its successors and assigns.

      Trustee: The trustee specified in the Pooling and Servicing
Agreement, its successors and assigns.

      Type 1 Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Type 1 Mortgage Loans.

      Type 2 Mortgage Loans: The Mortgage Loans identified on the
Mortgage Loan Schedule as Type 2 Mortgage Loans.

      Unpaid Principal Balance: With respect to any Mortgage Loan, the
outstanding principal balance payable by the Borrower under the terms
of the Mortgage Note.

      Unscheduled Principal Receipt: Any Mortgagor payment or other recovery of
principal on a Mortgage Loan which is received in advance of its Due Date and is
not accompanied by an amount representing scheduled interest for any period
subsequent to the date of prepayment, including, without limitation, prepayments
of principal (whether full or partial), Liquidation Proceeds, Partial
Liquidation Proceeds, Insurance Proceeds, proceeds of REO Dispositions,
Recoveries and proceeds received from any condemnation award or proceeds in lieu
of condemnation other than that portion of such proceeds released to the
mortgagor in accordance with the terms of the Mortgage Loan Documents or Prudent
Servicing Practices and excluding any proceeds of a repurchase of a Mortgage
Loan by the Servicer or a Representing Party.

      Value: The lesser of the appraised value or sales price of the related
Mortgaged Property at the time the Mortgage Loan is closed. For a refinanced
Mortgage Loan, the Value of the related Mortgaged Property is its appraised
value at the time the refinanced Mortgage Loan is closed.

      Wells Fargo Bank: Wells Fargo Bank, N.A., or its successor in
interest.

<PAGE>

                                    ARTICLE 2

                                  Construction

      Section 2.1  Legal Construction

      2.1.1. Compliance with Applicable Law. The obligations of the Servicer
pursuant to this Agreement shall at all times be performed in compliance with
all applicable laws.

      2.1.2. Potential Conflict. If any obligation of the Servicer pursuant to
this Agreement shall give rise to a potential conflict with applicable law, such
obligation shall be construed so as to (a) comply with all applicable laws and
(b) effectuate with respect to such obligations, to the fullest extent permitted
by law, the intention of the parties hereto as expressed in this Agreement.

      2.1.3. Consistent Legal Compliance. The fact that certain provisions of
this Agreement contain language which expressly requires compliance with all
applicable laws, shall not give rise to an implication that other provisions,
which do not expressly include such language, operate in derogation of the
requirement for such legal compliance.

      2.1.4. General Interpretive Rules. For purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires, (i)
the terms defined in this Agreement have the meanings assigned to them in this
Agreement and include the plural as well as the singular, and the use of any
gender herein shall be deemed to include the other gender; (ii) reference herein
to "Article", "Section", "Clause", and other subdivisions, and to "Exhibits",
without reference to a document, are to designated Articles, Sections, Clauses
and other subdivisions of, and to Exhibits to, this Agreement; (iii) reference
to a Clause without further reference to a Section is a reference to such Clause
as contained in the same Section in which the reference appears, and this rule
shall also apply to other subdivisions; (iv) "including" means "including but
not limited to"; and (v) the words "herein", "hereof", "hereunder" and other
words of similar import refer to this Agreement as a whole and not to any
particular provision.

      2.1.5. Construction of Provisions. Although certain provisions of this
Agreement contain express language which precludes the Servicer's recovery of,
or reimbursement for, expenses incurred hereunder, no inference to the contrary
shall be drawn from absence of such, or similar, language in any other provision
hereof regarding expenses.

      Section 2.2  Servicer Practices

      2.2.1. Prudent Servicing Practices. Where not inconsistent with the
provisions of this Agreement, the Servicer shall at all times perform its
obligations hereunder in accordance with Prudent Servicing Practices, which
shall not be less exacting than the Servicer employs and exercises in servicing
and administering mortgage loans for its own account, or for the account of FNMA
or FHLMC, including exploring alternatives to foreclosure to mitigate Realized
Losses.

      2.2.2. Non-Discrimination Practices. The Servicer shall at all times
perform its obligations under this Agreement so as to (a) treat Borrowers on the
basis of their individual merits and (b) not discriminate against Borrowers on
the basis of their race, creed or national origin.

      Section 2.3  General Provisions

      2.3.1. Servicer's Agreement. The Servicer agrees with the Master Servicer
to service the Mortgage Loans in accordance with the provisions of this
Agreement and, to the extent of any instructions of the Master Servicer that are
given, such instructions and, subject to the provisions hereof and without any
further instruction by the Master Servicer except as shall be expressly provided
for herein, shall have full power and authority to do all things necessary in
connection therewith.

      2.3.2. Term of Agreement. Except as otherwise provided herein, the duties,
responsibilities and obligations to be performed and carried out by the Servicer
under this Agreement shall commence upon the execution of this Agreement and
shall continue until (a) each Mortgage Loan is (i) liquidated or (ii) otherwise
paid in full, (b) all payments related thereto are remitted in accordance with
this Agreement, and (c) all obligations hereunder related thereto are
discharged.

      2.3.3. Amended Mortgage Loan Schedule. From time to time as additional
Mortgage Loans are transferred to be serviced hereunder by the Servicer, the
Servicer Mortgage Loan Schedule shall be amended by the Master Servicer to
include the new Mortgage Loans. Due to defects in documentation and for other
reasons, certain Mortgage Loans referred to in the Servicer Mortgage Loan
Schedule may be deleted and other Mortgage Loans may be added. The Servicer
hereby agrees to any such addition and/or deletion of any Mortgage Loans and, in
the event any Mortgage Loans are added and/or deleted from the Servicer Mortgage
Loan Schedule, the Servicer authorizes the Master Servicer to amend the Servicer
Mortgage Loan Schedule. The Master Servicer shall provide the Servicer with the
corrected and updated Servicer Mortgage Loan Schedule.

      2.3.4. Assignment and Replacement. The Servicer acknowledges and agrees
that in the event that the Master Servicer resigns as Master Servicer under this
Agreement, any successor master servicer has the right to assume the Master
Servicer's rights and obligations and to enforce the Servicer's obligations
under this Agreement.

      2.3.5. Notices. All notices, requests, demands and other communications
required or permitted under this Agreement shall be in writing and shall be
deemed to have been duly given, made and received upon actual receipt of
registered or certified mail, postage prepaid, return receipt requested,
addressed as set forth below:

            (a)   if to the Master Servicer:

                  Wells Fargo Bank, N.A.
                  9062 Old Annapolis Road
                  Columbia, Maryland 21045
                  Attention: Director of Master Servicing

            (b)   if to the Servicer:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention: John Brown, MAC X2302-033
                  Fax: 515-324-3118

                  with a copy to:

                  Wells Fargo Bank, N.A.
                  1 Home Campus
                  Des Moines, Iowa 50328-0001
                  Attention: General Counsel, MAC X2401-06T

            (c)   if to the Custodian:

                  Wells Fargo Bank, N.A.
                  1015 10th Avenue South East
                  Minneapolis, Minnesota 55414
                  Attention: WFMBS 2007-AR5

            (d)   if to the Trustee:

                  HSBC Bank USA, National Association
                  452 Fifth Avenue
                  New York, New York 10018
                  Attention: Corporate Trust

            (e)   if to the Depositor:

                  5325 Spectrum Drive
                  Frederick, Maryland 21703
                  Attention: Structured Finance

Any party may alter the address to which communications or copies are to be sent
by giving notice of such change of address in conformity with the provisions of
this paragraph for the giving of notice.

      2.3.6. Change of Accountants. During the term of this Agreement, the
Servicer shall not change, or make any substitution of, its certified public
accountants except upon written notice to the Master Servicer given 30 days
prior to such change or substitution.

<PAGE>

                                    ARTICLE 3

                                REMIC Compliance

      Section 3.1  General

      3.1.1. Applicability. The provisions of this Article 3 apply to all the
Mortgage Loans or Mortgaged Property unless the Mortgage Loan has not been
transferred (or been identified for a future transfer) to an entity with respect
to which an election to be characterized as a REMIC has been (or is expected to
be) made.

      3.1.2. Modifications of Mortgage. With the prior written consent of the
Master Servicer, the Servicer may modify the terms of a Mortgage Loan which is
in default or a Mortgage Loan as to which default is reasonably foreseeable;
provided, however, that (i) such modification may not reduce the amount of
principal owed under the related Mortgage Note or permanently reduce the
Mortgage Interest Rate for such Mortgage Loan and (ii) the Servicer and the
Master Servicer have determined that such modification is likely to increase the
proceeds of such Mortgage Loan over the amount expected to be collected pursuant
to foreclosure. Notwithstanding anything to the contrary in this Agreement, the
Servicer shall not permit any modification of any material term of a Mortgage
Loan (including the Mortgage Interest Rate, the principal balance, the
amortization schedule, or any other term affecting the amount or timing of
payments on the Mortgage Loan) where such modification is not the result of a
default or as to which default is reasonably foreseeable under the Mortgage Loan
unless the Master Servicer has consented thereto and the Servicer has received
an Opinion of Counsel or a ruling from the Internal Revenue Service (at the
expense of the Servicer or the party making the request of the Servicer to
modify the Mortgage Loan) to the effect that such modification would not be
treated as giving rise to a new debt instrument for federal income tax purposes
or a disposition of the modified Mortgage Loan and that such modification is
permitted under the REMIC Provisions.

      3.1.3. Indemnification with Respect to Certain Taxes and Loss of REMIC
Status. In the event that the REMIC fails to qualify as a REMIC, loses its
status as a REMIC, or incurs state or local taxes, or tax as a result of a
prohibited transaction or contribution subject to taxation under the REMIC
Provisions due to the negligent performance by the Servicer of its duties and
obligations set forth herein, the Servicer shall indemnify the Trustee, the
Trust Administrator (if applicable), the Master Servicer and the holders of the
related Certificates against any and all losses, claims, damages, liabilities or
expenses ("REMIC Failure Losses") resulting from such negligence; provided,
however, that the Servicer shall not be liable for any such REMIC Failure Losses
attributable to the action or inaction of the Master Servicer or the holders of
such Certificates nor for any such REMIC Failure Losses resulting from
misinformation provided by the Master Servicer on which the Servicer has relied.
The foregoing shall not be deemed to limit or restrict the rights and remedies
of the other holders of the Certificates now or hereafter existing at law or in
equity.

      Section 3.2  REO Qualification

      3.2.1. Foreclosure Property. Notwithstanding any other provision of this
Agreement, the Servicer, shall not rent, lease, or otherwise earn income on
behalf of the REMIC with respect to any REO which might cause such REO to fail
to qualify as "foreclosure" property within the meaning of section 860G(a)(8) of
the Code (e.g., rent based upon the earnings of the lessee) or result in the
receipt by the REMIC of any "income from non-permitted assets" within the
meaning of section 860F(a)(2) of the Code (e.g., income attributable to any
asset which is not a qualified mortgage, a cash flow or reserve fund investment,
or personal property not incidental to the REO) or any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions unless
the Master Servicer has received an Opinion of Counsel (at the Servicer's
expense) to the effect that, under the REMIC Provisions and (where appropriate,
any relevant proposed legislation) any income generated for the REMIC by the REO
would not result in the imposition of a tax upon the REMIC. In general, the
purpose of this Section 3.2 and the REMIC Provisions (which this section is
intended to implement) is to ensure that the income earned by the REMIC is
passive type income such as interest on mortgages and passive type rental income
on real property.

      3.2.2. Foreclosure Property Qualification Restrictions. Without limiting
the generality of the foregoing, the Servicer shall not:

      (a) permit the REMIC to enter into, renew or extend any lease with respect
   to any REO, if the lease by its terms will give rise to any income that does
   not constitute Rents from Real Property;

      (b) permit any amount to be received or accrued under any lease other than
   amounts that will constitute Rents from Real Property;

      (c) authorize or permit any construction on any REO, other than the
   completion of a building or other improvement thereon, and then only if more
   than ten percent of the construction of such building or other improvement
   was completed before default on the related Mortgage Loan became imminent,
   all within the meaning of Section 856(e)(4)(B) of the Code; or

      (d) Directly Operate or allow any other Person to Directly Operate, any
   REO on any date more than 90 days after its acquisition date, other than
   through an "independent contractor," within the meaning of Section 856(e) of
   the Code;

unless, in any such case, the Servicer has requested and received an Opinion of
Counsel (at the Servicer's expense) to the effect that such action will not
cause such REO to fail to qualify as "foreclosure property" within the meaning
of Section 860G(a)(8) of the Code at any time that it is held by the REMIC, in
which case the Servicer may take such actions as are specified in such Opinion
of Counsel.

      3.2.3. REO Disposition. Within 30 days following an REO Disposition, the
Servicer shall provide to the Master Servicer a statement of accounting for the
related REO, including without limitation, (i) the loan number of the related
Mortgage Loan, (ii) the date such Mortgaged Property was acquired in foreclosure
or by deed in lieu of foreclosure, (iii) the date of REO Disposition, (iv) the
gross sales price and related selling and other expenses, (v) accrued interest
calculated from the date of acquisition to the disposition date and (vi) such
other information as the related trustee may reasonably request.

      Section 3.3  Prohibited Transactions and Activities

      3.3.1. Mortgage Loan Disposition Restriction. The Servicer shall not
permit the sale, disposition or substitution for any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of the REMIC, (iii) the
termination of the REMIC in a "qualified liquidation" or "clean-up" call as
defined in Section 860F of the Code or (iv) a substitution of a Qualifying
Substitution Mortgage Loan as permitted under the REMIC Provisions), nor acquire
any assets for the REMIC, after the startup day of the REMIC, nor sell or
dispose of any investments in any of the accounts established by the Servicer
for the REMIC for gain, nor accept any contributions to the REMIC (other than
certain cash contributions permitted by Section 860G(c) of the Code) unless it
has received an Opinion of Counsel (at the expense of the Person requesting the
Servicer to take such action) to the effect that such disposition, acquisition,
substitution, or acceptance will not (a) affect adversely the status of the
REMIC as a REMIC or of the Certificates, other than the Certificates
representing the residual interest in the REMIC, as the regular interests
therein within the meaning of the REMIC Provisions, (b) affect the distribution
of interest or principal on the Certificates, (c) result in the encumbrance of
the assets transferred or assigned to the REMIC (except pursuant to the
provisions of this Agreement) or (d) cause the REMIC to be subject to a tax on
"prohibited transactions" or "prohibited contributions" pursuant to the REMIC
Provisions.

      3.3.2. Personal Property. The Servicer shall not acquire any personal
property relating to any Mortgage Loan unless either:

      (a) such personal property is incident to real property (within the
   meaning of Section 856(e)(1) of the Code) so acquired by the Servicer; or

      (b) the Servicer shall have requested and received an Opinion of Counsel,
   at the expense of the Servicer, to the effect that the holding of such
   personal property by the REMIC will not cause the imposition of a tax on the
   REMIC under the REMIC Provisions or cause the REMIC to fail to qualify as a
   REMIC at any time that any Certificate is outstanding.

      Section 3.4  Eligible Investments

      3.4.1. Custodial Account. Funds in any custodial accounts established by
the Servicer and maintained in respect of the REMIC may be invested and, if
invested, shall be invested in Eligible Investments selected by the Servicer
which shall mature not later than the Business Day immediately preceding the
next Remittance Date, and any such Eligible Investment shall not be sold or
disposed of prior to its maturity. All such Eligible Investments shall be made
in the name of the REMIC or its nominee. All income and gain realized from any
such investment shall be, as long as the Servicer is servicing the Mortgage
Loans held by the REMIC, for the benefit of the Servicer as additional
compensation and shall be subject to its withdrawal or order from time to time.
The amount of any losses incurred in respect of any such investments shall be
deposited in the relevant account by the Servicer out of its own funds
immediately as realized. The foregoing requirements for deposit in such account
are exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments of interest on funds in such account and,
as long as the Servicer is servicing the Mortgage Loans held by the REMIC,
payments in the nature of prepayment fees, late payment charges, assumption fees
or any similar fees customarily associated with the servicing mortgage loans
paid by any mortgagor need not be deposited by the Servicer in such account and
may be retained by the Servicer as additional servicing compensation. If the
Servicer deposits in such account any amount not required to be deposited
therein, it may at any time withdraw such amount, any provision herein to the
contrary notwithstanding.

      3.4.2. Escrow Account. Subject to the terms of the related Mortgage Notes
and Security Instrument, and further subject to applicable law, any funds in any
escrow account shall be invested in Eligible Investments that mature prior to
the date on which payments have to be made out of the related escrow account and
any such Eligible Investment shall not be sold or disposed of prior to its
maturity; provided that, if any loss is incurred on any such investment, the
Servicer shall cover such loss by making a deposit into the appropriate escrow
account out of its own funds in the amount of such loss. Withdrawals from any
escrow account may be made (to the extent amounts have been escrowed for such
purpose and to the extent permitted by the related Security Instrument and
Mortgage Note) only (i) to effect timely payment of Escrow Items in connection
with the related Mortgage Loan, (ii) to reimburse the Master Servicer or
Servicer out of related collections for advances with respect to Escrow Items,
(iii) to refund to any mortgagors any sums determined to be overages, (iv) to
pay interest, if any, owed to mortgagors on such account to the extent required
by law, (v) for application to restoration or repair of the Mortgaged Property,
(vi) to clear and terminate the escrow account on the termination of this
Agreement or (vii) to remove funds placed in such escrow account in error. The
Servicer shall be entitled to all investment income on any escrow account not
required to be paid to mortgagors pursuant to the preceding sentence.

<PAGE>

                                    ARTICLE 4

                             Servicer Considerations

      Section 4.1  Servicer Eligibility Standards

      To service Mortgage Loans under this Agreement the Servicer must satisfy
the eligibility standards set forth in this Section 4.1 initially and at all
times thereafter.

      4.1.1. Regulatory Approvals and Licensing. The Servicer must be:

      (a) FNMA or FHLMC approved and in good standing;

      (b) a HUD approved mortgagee in good standing;

      (c) in compliance with all applicable capital requirements and other
   requirements from time to time specified by any governmental agency or
   quasi-governmental authority having jurisdiction over the Servicer; and

      (d) properly licensed to service the Mortgage Loans in all relevant
   jurisdictions where such licenses are required.

      4.1.2. Net Worth and Portfolio Requirements.

      (a) The Servicer must maintain a Tangible Net Worth of at least
   $1,000,000.

      (b) The Servicer must maintain an Adjusted Tangible Net Worth of at least
   $1,000,000.

      (c) The Servicer must maintain a servicing portfolio of at least
   $1,000,000,000.

      4.1.3. Auditor's Opinion; Other Annual Reports and Exchange Act Reporting.
(a) For so long as the Mortgage Loans are master serviced by the Master
Servicer, the Servicer shall provide, or cause to be provided in the case of
clause (iii), to the Master Servicer, no 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 2008, the
following:

      (i) a report (in form and substance reasonably satisfactory to the Master
   Servicer and the Depositor) regarding the Servicer's assessment of compliance
   with the Servicing Criteria applicable to it during the immediately preceding
   calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act
   and Item 1122 of Regulation AB. Such report shall be addressed to the Master
   Servicer and the Depositor and signed by an authorized officer of the
   Servicer, and shall address, at a minimum, each of the Servicing Criteria
   applicable to the Servicer, as specified in the table in Exhibit R to the
   Pooling and Servicing Agreement;

      (ii) a report of a registered public accounting firm reasonably acceptable
   to the Master Servicer and the Depositor that attests to, and reports on, the
   assessment of compliance made by the Servicer and delivered pursuant to the
   preceding paragraph. Such attestation shall be in accordance with Rules
   1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
   Exchange Act. If requested by the Master Servicer 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;
   and

      (iii) an assessment of compliance and accountants' attestation described
   in paragraphs (i) and (ii) of this Section 4.1.3(a) with respect to each
   Subservicer, and each Subcontractor determined by the Servicer pursuant to
   Section 4.1.4(b) to be "participating in the servicing function" within the
   meaning of Item 1122 of Regulation AB.

      (b) Each assessment of compliance provided by a Subservicer pursuant to
Section 4.1.3(a)(iii) shall address each of the Relevant Servicing Criteria. An
assessment of compliance provided by a Subcontractor pursuant to Section
4.1.3(a)(iii) need not address any elements of the Servicing Criteria applicable
to it other than those specified by the Servicer pursuant to Section 4.1.4(b).

      (c) On or before March 5 of each calendar 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 2008, the Servicer shall
deliver to the Master Servicer a certificate signed by an authorized officer of
the Servicer, for the benefit of the Master Servicer and its officers, directors
and affiliates in the event that the Master Servicer is required under the
Pooling and Servicing Agreement to file a Sarbanes-Oxley Certification directly
with the Commission in connection with the securitization of the Mortgage Loans
(the "Transaction"), a certification in the form attached hereto as Exhibit B.

      The foregoing certification shall also be given upon thirty (30) days
written request by the Master Servicer in connection with any additional
Sarbanes-Oxley Certifications directly filed by the Master Servicer involving
the Mortgage Loans. The Servicer acknowledges that the Master Servicer may rely
on the certification provided by the Servicer pursuant to this Section 4.1.3(c)
in signing a Sarbanes-Oxley Certification and filing such with the Commission.
The Master Servicer will not request delivery of a certification under this
Section 4.1.3(c) unless the Depositor is required under the Exchange Act to file
an annual report on Form 10-K with respect to the Transaction.

      (d) On or before March 5 of each calendar 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 2008, the Servicer shall (i)
deliver to the Master Servicer a statement of compliance addressed to the Master
Servicer and signed by an authorized officer of the Servicer, to the effect that
(A) a review of the Servicer's activities during the immediately preceding
calendar year (or applicable portion thereof) and of its performance under this
Agreement during such period has been made under such officer's supervision, and
(B) to the best of such officers' knowledge, based on such review, the Servicer
has fulfilled all of its obligations under this Agreement in all material
respects throughout such calendar year (or applicable portion thereof) or, if
there has been a failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the nature
and the status thereof and (ii) cause each Subservicer to deliver to the Master
Servicer a statement of compliance addressed to the Master Servicer and signed
by an authorized officer of the Subservicer, to the effect that (A) a review of
the Subservicer's activities during the immediately preceding calendar year (or
applicable portion thereof) and of its performance under the applicable
agreement during such period has been made under such officer's supervision, and
(B) to the best of such officers' knowledge, based on such review, the
Subservicer has fulfilled all of its obligations under the applicable agreement
in all material respects throughout such calendar year (or applicable portion
thereof) or, if there has been a failure to fulfill any such obligation in any
material respect, specifically identifying each such failure known to such
officer and the nature and the status thereof.

      (e) For so long as the Mortgage Loans are master serviced by the Master
Servicer, the Servicer shall provide to the Master Servicer, no 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 2008, financial statements for the most recently closed fiscal year,
together with an unqualified opinion thereon of an independent certified public
accountant who is a member of the American Institute of Certified Public
Accountants, unless the Master Servicer, in its reasonable discretion, decides
to waive this requirement regarding qualification.

      (f) Within five (5) calendar days after a Distribution Date, the Servicer
shall provide to the Master Servicer, to the extent known, in EDGAR-compatible
form, or in such other form as otherwise agreed upon by the Master Servicer and
the Servicer, the form and substance of any Additional Form 10-D Disclosure
applicable to the Servicer, as indicated in the table in Exhibit S to the
Pooling and Servicing Agreement. The Servicer acknowledges that the performance
by the Master Servicer of its duties under Section 3.12(a) of the Pooling and
Servicing Agreement relating to the timely preparation and filing of Form 10-D
is contingent upon the Servicer strictly observing all applicable deadlines in
the performance of its duties under this Section 4.1.3(f).

      (g) 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 2008, the Servicer
shall provide to the Master Servicer, to the extent known, in EDGAR-compatible
form, or in such other form as otherwise agreed upon by the Master Servicer and
the Servicer, the form and substance of any Additional Form 10-K Disclosure
applicable to the Servicer, as indicated in the table in Exhibit T to the
Pooling and Servicing Agreement. The Servicer acknowledges that the performance
by the Master Servicer of its duties under Section 3.12(b) of the Pooling and
Servicing Agreement relating to the timely preparation and filing of Form 10-K
is contingent upon the Servicer strictly observing all applicable deadlines in
the performance of its duties under this Section 4.1.3(g).

      (h) 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 applicable to the Servicer, the Servicer
shall provide to the Master Servicer, to the extent known, in EDGAR-compatible
form, or in such other form as otherwise agreed upon by the Master Servicer and
the Servicer, the form and substance of any Form 8-K Disclosure Information
applicable to the Servicer, as indicated in the table in Exhibit U to the
Pooling and Servicing Agreement. The Servicer acknowledges that the performance
by the Master Servicer of its duties under Section 3.12(c) of the Pooling and
Servicing Agreement relating to the timely preparation and filing of Form 8-K is
contingent upon the Servicer strictly observing all applicable deadlines in the
performance of its duties under this Section 4.1.3(h).

      (i) The Servicer shall indemnify the Master Servicer, each affiliate of
the Master Servicer, the Trust, each broker dealer acting as underwriter or
initial purchaser, each Person who controls any of such parties and the
Depositor (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), and the respective present and former directors, officers,
employees and agents of each of the foregoing and of the Depositor (each such
entity, a "Servicer Information Indemnified Party"), and shall hold each of them
harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:

            (i)   (A) any untrue statement of a material fact contained or
                  alleged to be contained in any information, report,
                  certification, accountants' letter or other material provided
                  in written or electronic form under Sections 4.1.3 and 4.1.4
                  hereof by or on behalf of the Servicer, or provided under
                  Sections 4.1.3 or 4.1.4 by or on behalf of any Subservicer or
                  Subcontractor (collectively, the "Servicer Information"), or
                  (B) the omission or alleged omission to state in the Servicer
                  Information a material fact required to be stated in the
                  Servicer Information or necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading; provided, by way of
                  clarification, that clause (B) of this paragraph shall be
                  construed solely by reference to the Servicer Information and
                  not to any other information communicated in connection with a
                  sale or purchase of securities, without regard to whether the
                  Servicer Information or any portion thereof is presented
                  together with or separately from such other information;

            (ii)  any failure by the Servicer, any Subservicer or any
                  Subcontractor to deliver any information, report,
                  certification, accountants' letter or other material when and
                  as required under Sections 4.1.3 and 4.1.4, including any
                  failure by the Servicer to identify pursuant to Section
                  4.1.4(b) any Subcontractor "participating in the servicing
                  function" within the meaning of Item 1122 of Regulation AB; or

            (iii) any breach by the Servicer of a representation or warranty set
                  forth in Section 5.2.

      In the case of any failure of performance described in clause (ii) of this
Section, the Servicer shall promptly reimburse the Master Servicer and the
Depositor, as applicable, for all costs reasonably incurred by each such party
in order to obtain the information, report, certification, accountants' letter
or other material not delivered as required by the Servicer, any Subservicer or
any Subcontractor. If the indemnification provided for herein is unavailable to
hold harmless any Servicer Information Indemnified Party, then the Servicer
agrees that it shall contribute to the amount paid or payable by such Servicer
Information Indemnified Party as a result of the losses, claims, damages or
liabilities of such Servicer Information Indemnified Party in such proportion as
is appropriate to reflect the relative fault of such Servicer Information
Indemnified Party on the one hand and the Servicer on the other in connection
with a breach of the Servicer's obligations under this Section 4.1.3 or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.

      4.1.4. Use of Subservicers and Subcontractors. The Servicer shall not hire
or otherwise utilize the services of any Subservicer to fulfill any of the
obligations of the Servicer as servicer under this Agreement unless the Servicer
complies with the provisions of paragraph (a) of this Section. The Servicer
shall not hire or otherwise utilize the services of any Subcontractor, and shall
not permit any Subservicer to hire or otherwise utilize the services of any
Subcontractor, to fulfill any of the obligations of the Servicer as servicer
under this Agreement unless the Servicer complies with the provisions of
paragraph (b) of this Section.

      (a) It shall not be necessary for the Servicer to seek the consent of the
Master Servicer or the Depositor to the utilization of any Subservicer. The
Servicer shall cause any Subservicer used by the Servicer (or by any
Subservicer) for the benefit of the Master Servicer and the Depositor to comply
with the provisions of this Section and with Sections 4.1.3 and 5.2 of this
Agreement to the same extent as if such Subservicer were the Servicer, and to
provide such information regarding the Subservicer as the Master Servicer or the
Depositor request for the purpose of complying with Item 1108 of Regulation AB,
including at a minimum, the information set forth in Exhibit C. The Servicer
shall be responsible for obtaining from each Subservicer and delivering to the
Master Servicer any servicer compliance statement required to be delivered by
such Subservicer under Section 4.1.3(d), any assessment of compliance and
attestation required to be delivered by such Subservicer under Section 4.1.3(a)
and any certification required to be delivered to the Person that will be
responsible for signing the Sarbanes-Oxley Certification under Section 4.1.3(c)
as and when required to be delivered.

      (b) It shall not be necessary for the Servicer to seek the consent of the
Master Servicer or any Depositor to the utilization of any Subcontractor. The
Servicer shall promptly upon request provide to the Master Servicer (or any
designee of Master Servicer) a written description (in form and substance
satisfactory to the Master Servicer and the Depositor) of the role and function
of each Subcontractor utilized by the Servicer or any Subservicer, specifying
(i) the identity of each such Subcontractor, (ii) which (if any) of such
Subcontractors are "participating in the servicing function" within the meaning
of Item 1122 of Regulation AB (as then interpreted by the Commission), and (iii)
which elements of the Servicing Criteria will be addressed in assessments of
compliance provided by each Subcontractor identified pursuant to clause (ii) of
this paragraph. In the event of any disagreement among any of the parties hereto
regarding the application of the Commission's interpretation to a particular
Subcontractor, the determination of the Master Servicer shall be binding.

      As a condition to the utilization of any Subcontractor determined to be
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, the Servicer shall cause any such Subcontractor used by the
Servicer (or by any Subservicer) for the benefit of the Master Servicer and the
Depositor to comply with the provisions of Section 4.1.3 (other than subsection
(d)) of this Agreement to the same extent as if such Subcontractor were the
Servicer. The Servicer shall be responsible for obtaining from each
Subcontractor and delivering to the Master Servicer any assessment of compliance
and attestation required to be delivered by such Subcontractor under Section
4.1.3, in each case as and when required to be delivered.

      4.1.5. Servicing Experience. The Servicer shall satisfactorily demonstrate
to the Master Servicer, in the Master Servicer's reasonable discretion, the
following experience:

      (a) that it has at least three (3) years of conventional mortgage loan
   servicing experience;

      (b) that it has a staff knowledgeable in servicing of Mortgage Loans and
   the administration of REO; and

      (c) that it has experience maintaining a servicing portfolio in excess of
   $1 billion.

      4.1.6. Material Changes. The Servicer shall promptly report to the Master
Servicer any change in its business operations, financial condition, properties
or assets since the date of the latest submitted financial statements which
could have a material adverse effect on the Servicer's ability to perform its
obligations hereunder. Events for which the Master Servicer must receive notice
include, but are not limited to, the following:

      (a) any change in the Servicer's business address and/or telephone number;

      (b) any merger, consolidation, or significant reorganization;

      (c) any changes in the Servicer's ownership whether by direct or indirect
   means. Indirect means include any change in ownership of the Servicer's
   parent;

      (d) any change in the Servicer's corporate name;

      (e) if the Servicer is a savings and loan association, any change in the
   Servicer's charter from federal to state or vice versa;

      (f) any decreases in capital, adverse alteration of debt/equity ratios, or
   changes in management ordered or required by a regulatory authority
   supervising or licensing the Servicer;

      (g) any significant adverse change in the Servicer's financial position;

      (h) entry of any court judgment or regulatory order in which the Servicer
   is or may be required to pay a claim or claims which, in the Master
   Servicer's reasonable opinion, have a material adverse effect on the
   Servicer's financial condition; and

      (i) the Servicer admits to committing, or is found to have committed, a
   material, in the Master Servicer's reasonable opinion, violation of any law,
   regulation, or order.

      Section 4.2  Errors and Omissions Insurance

      4.2.1. E & O Requirement. A Servicer shall maintain, at all times and at
its own expense, an Errors and Omissions Policy in an amount and with an insurer
acceptable to FNMA or FHLMC.

      4.2.2. E & O Scope. The Errors and Omissions Policy shall insure the
Servicer, its successors and assigns, against any losses resulting from
negligence, errors or omissions on the part of officers, employees or other
persons acting on behalf of the Servicer in the performance of its duties as a
Servicer pursuant to this Agreement.

      4.2.3. E & O Policy Maintenance. The Servicer shall maintain in effect the
Errors and Omissions Policy at all times and the Errors and Omissions Policy may
not be canceled, permitted to lapse or otherwise terminated without the
acquisition of comparable coverage by the Servicer.

      4.2.4. E & O Deductible. The terms of the Errors and Omissions Policy
shall provide for a deductible amount that is acceptable to FNMA or FHLMC with
respect to its approved mortgage loan servicers.

      4.2.5. E & O Qualifications. The Errors and Omissions Policy shall be
obtained by the Servicer from an insurer which satisfies FNMA or FHLMC standards
in this regard.

      Section 4.3  Fidelity Bond Coverage

      4.3.1. Fidelity Bond Requirement. A Servicer must maintain, at all times,
at its own expense, a Fidelity Bond in an amount and with an insurer acceptable
to FNMA or FHLMC and having terms that are acceptable to FNMA or FHLMC.

      4.3.2. Fidelity Bond Coverage. The amount of Fidelity Bond coverage shall
be an amount acceptable to FNMA or FHLMC.

      4.3.3. Fidelity Bond Scope. The coverage of the Fidelity Bond must
explicitly insure the Servicer, its successors and assigns, against any losses
resulting from dishonest, fraudulent or criminal acts on the part of Officers,
employees or other persons acting on behalf of the Servicer.

      4.3.4. Fidelity Bond Maintenance. The Servicer must maintain in effect the
Fidelity Bond at all times and the Fidelity Bond may not be canceled, permitted
to lapse or otherwise terminated without thirty Business Days' prior written
notice by registered mail to the Master Servicer. Further, the Fidelity Bond
must provide that, or the insurer must state in writing to the Master Servicer
that, the Fidelity Bond shall not be cancelable without the giving of notice as
provided for in the prior sentence.

      4.3.5. Fidelity Bond Deductible. The terms of the Fidelity Bond must
provide for a deductible amount that does not exceed FNMA or FHLMC requirements.

      4.3.6. Fidelity Bond Rating Requirement. The Fidelity Bond must be
obtained from a company which satisfies FNMA or FHLMC standards in this regard.

      Section 4.4  Servicer's Liability

      4.4.1. Liability Exposure. Any and all losses not covered under the
Fidelity Bond or Errors and Omissions Policy, as a result of (i) the respective
deductible provisions thereof, (ii) the limits of coverage of the Fidelity Bond
or Errors and Omissions Policy or (iii) any claim denied which should have been
covered by the Fidelity Bond or the Errors and Omissions Policy, as the case may
be, according to the terms of this Agreement had the Fidelity Bond or Errors and
Omissions Policy been properly obtained and maintained and respective claim been
properly submitted for payment, shall be borne by the Servicer, where the
Servicer has acted in a manner in which the Servicer is not relieved from
liability as described in Section 4.4.2 hereof.

      4.4.2. Scope of Liability. Neither the Servicer or any subservicer
appointed by it, nor any of their respective partners, directors, officers,
employees or agents, or its delegees pursuant to Section 11.2.1 hereof, shall be
under any liability to the Master Servicer, the Trustee or, if applicable, the
Trust Administrator 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 Servicer, any
subservicer or any of their respective partners, directors, officers, employees
or agents, or its delegees pursuant to Section 11.2.1 hereof, against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of his or its duties or by reason
of reckless disregard of his or its obligations and duties hereunder. The
Servicer, any subservicer and any of their respective partners, directors,
officers, employees or agents, or its delegees pursuant to Section 11.2.1
hereof, 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.

      Section 4.5  Indemnification

      4.5.1. Scope of Indemnity by Servicer. The Servicer hereby agrees to
indemnify and hold harmless (a) the Master Servicer, (b) the Trustee, (c) the
Trust Administrator (if applicable), (d) the Depositor and (e) the officers,
directors, employees, agents and Affiliates of any of the foregoing (any of the
foregoing hereinafter referred to as the "Indemnified Party"), from and against
any and all claims, losses, damages, liabilities, fines, settlements, awards,
offsets, defenses, counterclaims, actions, penalties, forfeitures, legal fees,
judgments and any other costs, fees and expenses (including, without limitation,
reasonable attorneys' fees and court costs) (any of the foregoing which satisfy
the criteria of this paragraph are collectively referred to as "Claims"), either
directly or indirectly arising out of, based upon, or relating to (i) a breach
by the Servicer, its officers, directors, employees, or agents, or its delegees
pursuant to Section 11.2.1 hereof, of any representation or warranty contained
herein, or any failure to disclose any matter that makes such representation and
warranty misleading or inaccurate, or any inaccuracy in material information
furnished by the Servicer regarding itself, (ii) a breach of any representation
or warranty made by any Indemnified Party in reliance upon any such
representation or warranty, failure to disclose, or inaccuracy in information
furnished by the Servicer regarding itself, (iii) any failure of the Servicer,
its officers, directors, employees, or agents, or its delegees pursuant to
Section 11.2.1 hereof, to perform any of its obligations under this Agreement in
a manner in which the Servicer is not relieved from liability as described in
Section 4.4.2 hereof, and (iv) any acts or omissions of the Servicer, its
officers, directors, employees, or agents, or its delegees pursuant to Section
11.2.1 hereof, in a manner in which the Servicer is not relieved from liability
as described in Section 4.4.2 hereof. Each Indemnified Party shall cooperate
with the Servicer in the defense of such Claims and shall not settle any such
Claim without the prior written consent of the Servicer.

      4.5.2. Survival of Indemnity. This indemnification shall survive purchase,
transfer of any interest in a Mortgage Loan by any indemnified party, the
Liquidation of such Mortgage Loan, termination of the Servicer's servicing
rights with respect to such Mortgage Loan and termination or expiration of this
Agreement between the Servicer and the Master Servicer and its successors and
assigns.

      Section 4.6  Servicer's Compensation; Indemnification

      4.6.1. Servicing Fee Amount. In consideration of the services rendered
under this Agreement, absent default by the Servicer, the Servicer shall on each
Remittance Date be entitled to a monthly aggregate servicing compensation (the
"Monthly Servicing Compensation") for the preceding month which shall equal the
sum of (a) the Servicing Fee payable with respect to each Mortgage Loan serviced
during such month and (b) any interest earnings on each Custodial P&I Account
with respect to such month other than interest earnings thereon which are
payable to the Borrower pursuant to the Security Instrument or applicable law,
subject to any adjustment for Month End Interest as described in Section 7.6.1.
Absent default by the Servicer, the Servicer shall also be entitled to retain in
addition to the Monthly Servicing Compensation any late charges, prepayment
fees, penalty interest, assumption fees, modification fees or deficiency
recovery fees paid by the Borrower, any Liquidation Profits or any other
customary income or any payments of interest related to any Prepayment in Full
received by the Servicer prior to the Applicable Unscheduled Receipt Period,
which amounts are not required to be deposited into the Custodial P&I Account.
The Servicer shall be required to pay all expenses incurred by it in connection
with its servicing activities hereunder and shall not be entitled to
reimbursement therefor except as specifically provided for herein.

      4.6.2. Servicing Fee Source. The Servicing Fee for each Mortgage Loan
shall be payable solely from the interest portion of the related Monthly Payment
paid by the Borrower or other payment of interest paid with respect to the
Mortgage Loan, whether from the proceeds of foreclosure or any judgment, writ of
attachment or levy against the Borrower or his assets, or from funds paid in
connection with any prepayment in full or from Insurance Proceeds or Liquidation
Proceeds.

      4.6.3. Indemnification of Servicer. The Master Servicer hereby agrees to
indemnify and hold harmless the Servicer, any Subservicer appointed by it, any
of their respective directors, officers, employees or agents, or its delegees
for any action taken by the Servicer, any Subservicer or any of their respective
directors, officers, employees or agents, or its delegees or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that the Servicer, any Subservicer or any of
their respective directors, officers, employees or agents, or its delegees are
not protected against any liability which would otherwise be imposed by reason
of willful misfeasance, bad faith or gross negligence in the performance of his
or its duties or by reason of reckless disregard of his or its obligations and
duties under this Agreement.

<PAGE>

                                    ARTICLE 5

                         Representations and Warranties

      Section 5.1  General

      5.1.1. Reliance. The Master Servicer relies upon the representations and
warranties contained in this Article 5 hereof, in the acceptance of the
Servicer. The representations, warranties and covenants contained herein shall
inure to the benefit of the Master Servicer, the Trustee and, if applicable, the
Trust Administrator.

      5.1.2. Survival of Representations and Warranties. The representations and
warranties made herein shall survive termination of this Agreement, and shall
inure to the benefit of the Master Servicer, its respective successors,
Affiliates and assigns and each indemnified party under Section 4.5.1, its
respective successors, Affiliates and assigns, in each case, regardless of any
review or investigation made by or on behalf of such parties with respect to any
Mortgage Loan.

      5.1.3. Breach of Representation or Warranty. Upon breach of any
requirement or representation or warranty included in this Agreement relative to
any Mortgage Loan, the Servicer must:

      (a) Give written notice within two (2) days to the Master Servicer of the
   nature of the breach, the date on which the breach occurred or began and the
   Servicer's plans, if any, for curing the breach;

      (b) Effect a cure of the breach within 30 days after its occurrence or
   onset and a reasonable extension will be granted if warranted and necessary
   to fully cure the breach but in no event greater than 90 days; and

      (c) If no complete cure has been effected within such period the Master
   Servicer shall take such action against the Servicer as it deems necessary to
   protect the Trustee's interest in the Mortgage Loan.

      5.1.4. Assignment of Representations and Warranties. The Servicer agrees
that each of the Trustee and, if applicable, Trust Administrator may, at any
time, assign the representations and warranties given by the Servicer as set
forth in this Article 5 which it then possesses, in whole or in part, or an
undivided interest therein, to one or more Persons.

      Section 5.2  Servicer Representations and Warranties

      The Servicer represents and warrants, as of the date of this Agreement
and, except as otherwise provided, throughout the term of this Agreement, that
the statements set forth below in this Section 5.2 are true and accurate.

Relative to the Servicer:

      5.2.1. Qualification of Servicer. The Servicer is duly incorporated,
validly existing and in good standing under the laws of the state of its
incorporation and is duly qualified to do business and is in good standing under
the laws of each jurisdiction that requires such qualification wherein it owns
or leases any material properties, or in which it conducts any material business
or in which the performance of its duties under this Agreement would require
such qualification, except where the failure to so qualify would not have a
material adverse effect on (a) the Servicer's performance of its obligations
under this Agreement, (b) the value or marketability of the Mortgage Loans, or
(c) the ability to foreclose on the related Mortgaged Properties.

      5.2.2. Requisite. The Servicer has the corporate power and authority to
own its properties and conduct any and all business required or contemplated by
this Agreement and to perform the covenants and obligations to be performed by
it under this Agreement. The Servicer holds all material licenses, certificates
and permits from all governmental authorities necessary for conducting its
business as it is presently conducted.

      5.2.3. No Conflicts. The execution and delivery of this Agreement are
within the corporate power of the Servicer and have been duly authorized by all
necessary actions on the part of the Servicer; neither the execution and
delivery of this Agreement by the Servicer, nor the consummation by the Servicer
of the transactions herein contemplated, nor compliance with the provisions
hereof by the Servicer, will (i) conflict with or result in a breach of, or
constitute a default under, any of the provisions of the articles of
incorporation or bylaws of the Servicer or any law, governmental rule or
regulation, or any judgment, decree or order binding on the Servicer or any of
its properties, or any of the provisions of any indenture, mortgage, deed of
trust, contract or other instrument to which it is a party or by which it is
bound or (ii) result in the creation or imposition of any lien, charge or
encumbrance upon any of its properties pursuant to the terms of any such
indenture, mortgage, deed of trust, contract or other instrument.

      5.2.4. Enforceable Agreement. This Agreement, when duly executed and
delivered by the Servicer, will constitute a legal, valid and binding agreement
of the Servicer, enforceable in accordance with its terms, subject, as to
enforcement or remedies, to applicable bankruptcy, reorganization, insolvency or
other similar laws affecting creditors' rights generally from time to time in
effect, and to general principles of equity.

      5.2.5. No Consents. No consent, approval, order or authorization of any
governmental authority or registration, qualification or declaration with any
such authority is required in order for the Servicer to perform its obligations
under this Agreement.

      5.2.6. Agency Approval. The Servicer has been approved by FNMA or FHLMC
and will remain approved as an "eligible seller/servicer" of conventional,
residential mortgage loans as provided in FNMA or FHLMC guidelines and in good
standing. The Servicer has not received any notification from FNMA or FHLMC that
the Servicer is not in compliance with the requirements of the approved
seller/servicer status or that such agencies have threatened the servicer with
revocation of its approved seller/servicer status.

      5.2.7. Financial Condition. The Servicer is not, and, with passage of
time, does not expect to become, insolvent or bankrupt. Except as 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.
The Servicer shall promptly notify the Master Servicer of any material adverse
change of its financial condition.

      5.2.8. Servicing Practices. The servicing practices used by the Servicer
under this Agreement have been and are in all respects in compliance with all
federal, state and local laws, rules, regulations and requirements in connection
therewith and are in accordance with Prudent Servicing Practices.

      5.2.9. No Impairment. There is no action, suit, proceeding or
investigation pending or, to the best of the Servicer's knowledge after due
inquiry, threatened, against the Servicer which, either in any one instance or
in the aggregate, may result in any material adverse change in 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 which if adversely determined would affect the validity
of this Agreement or of any action taken or to be taken in connection with the
obligations of the Servicer contemplated herein, or which would be likely to
impair materially the ability of the Servicer to perform under the terms of this
Agreement.

      5.2.10. No Inquiries. The Servicer has not been the subject of an audit by
any of the Master Servicer, FHA, HUD, FDIC, FNMA, FHLMC, GNMA or any Primary
Mortgage Insurer, which audit included material allegations of failure to comply
with applicable loan origination, servicing or claims procedures, or resulted in
a request for repurchase of Mortgage Loans or indemnification in connection with
the Mortgage Loans.

      5.2.11. No Performance Triggering Event. Except as 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 securitization due to any act or failure to act of the Servicer under
such securitization.

      5.2.12. No Termination. Except as 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.

      5.2.13. No Material Noncompliance. Except as disclosed in the Prospectus
or otherwise in writing provided by the Servicer to the Master Servicer, there
has been no material noncompliance with the applicable servicing criteria with
respect to securitizations of residential mortgage loans involving the Servicer
as a servicer within the past three (3) years.

      5.2.14. Servicing Policies and Procedures. Except as 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.

      5.2.15. No Affiliations. 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.

      5.2.16. Legal or Governmental Proceedings. Except as disclosed in the
Prospectus, there are no material legal or governmental proceedings pending (or
known to be contemplated) against the Servicer or any Subservicer that would be
material to Certificateholders.

Relative to the Mortgage Loans:

      5.2.17. Custodial and Escrow Accounts Current. All Custodial P&I Accounts,
Custodial T&I Accounts, Custodial Buydown Accounts and Escrow Funds are
maintained by the Servicer and have been maintained in accordance with
applicable law and the terms of the Mortgage Loans. The Escrow Items required by
the Mortgages which have been paid to the Servicer for the account of the
Borrower are on deposit in the appropriate Custodial Account. All funds received
by the Servicer in connection with the Mortgage Loans, including, without
limitation, foreclosure proceeds, Insurance Proceeds, condemnation proceeds and
principal reductions, have promptly been deposited in the appropriate Custodial
Account, and all such funds have been applied to reduce the principal balance of
the Mortgage Loans in question, or for reimbursement of repairs to the Mortgaged
Property or as otherwise required by applicable law.

      5.2.18. Insurance Maintenance. Pursuant to the terms of the related
Security Instrument, all buildings or other improvements upon the related
Mortgaged Property are insured by an insurance policy or policies meeting the
requirements of Articles 15 and 16 hereof. The related Security Instrument
obligates the Borrower thereunder to maintain the hazard insurance policy at the
Borrower's cost and expense and, upon the Borrower's failure to do so,
authorizes the Mortgagee under the related Security Instrument to obtain and
maintain such insurance at the Borrower's cost and expense and to seek
reimbursement therefor from the Borrower. The hazard insurance policy is the
valid and binding obligation of the insurer, is in full force and effect, and
will be in full force and effect and inure to the benefit of the Trustee. The
Servicer and the Borrower have not engaged in any act or omission that would
impair the coverage of any such policy, the benefits of the endorsement provided
for herein, or the validity and binding effect of either. The Mortgage Loan
Documents permit the maintenance of an escrow account to pay the premiums for
the above mentioned insurance, and the requirement for such escrows has not been
waived, unless otherwise required by applicable state law.

<PAGE>

                                    ARTICLE 6

                              Custodial Accounting

      Section 6.1  In General

      6.1.1. Custodial Account Establishment. The Servicer must establish
appropriate custodial accounts for the benefit of the Trustee, its successors
and assigns for the deposit of funds collected in connection with such Mortgage
Loans. All custodial accounts and related records must be maintained in
accordance with sound and controlled accounting practices. The custodial
accounts maintained pursuant to this Agreement may be custodial accounts for one
or more other series of mortgage pass-through certificates issued by Wells Fargo
Asset Securities Corporation; provided, however, that (a) the trustee for such
other series under the related pooling and servicing agreement(s) is the Trustee
and (b) the master servicer for such other series under the related pooling and
servicing agreement(s) is the Master Servicer.

      6.1.2. Custodial Account Separateness. (a) At least one custodial account
for principal and interest (i.e., a Custodial P&I Account), one custodial
account for taxes and insurance (i.e., a Custodial T&I Account), one custodial
account for Subsidy Funds, if applicable (i.e., a Custodial Subsidy Account),
one custodial account for PITI Funds, if applicable (i.e., a Custodial PITI
Account) and one custodial account for Buydown Funds, if applicable (i.e., a
Custodial Buydown Account), shall be established and maintained for the Mortgage
Loans. Except as specified in 6.1.2(b), without the written consent of the
Master Servicer, funds in these accounts may not be commingled with other funds
held by the Servicer. Each Custodial P&I Account shall be established as an
Eligible Account ("Eligible Custodial P&I Account").

      (a) Notwithstanding anything to the contrary elsewhere in this Agreement,
   the Servicer may employ the Custodial T&I Account as the Custodial Subsidy
   Account, the Custodial PITI Account and/or the Custodial Buydown Account to
   the extent that the Servicer can separately identify any Subsidy Funds, PITI
   Funds or Buydown Funds, as applicable, deposited therein.

      6.1.3. Custodial Account Maintenance. The Servicer must ensure that each
Custodial P&I Account, Custodial T&I Account, Custodial Subsidy Account,
Custodial PITI Account and Custodial Buydown Account meets the following
guidelines:

      (a) the accounts must be Eligible Accounts;

      (b) the name of each Custodial P&I Account, Custodial T&I Account and
   Custodial Buydown Account shall include a reference to the name of the
   Trustee and the designation of the series of Mortgage Pass-Through
   Certificates or, where such accounts are accounts maintained for multiple
   series of mortgage pass-through certificates as described in Section 6.1.1, a
   reference to "HSBC Bank USA, National Association, as trustee for Wells Fargo
   Asset Securities Corporation, Mortgage Pass-Through Certificates;"

      (c) the Servicer must transfer all funds on hand relating to such Mortgage
   Loans, Monthly Payments due on or after the related Cut-Off Date and any
   principal prepayments received after the related Cut-Off Date, into the
   appropriate custodial accounts meeting the requirements of Sections 6.1.1 and
   6.1.2 hereof;

      (d) beginning with any payment due on or after the related Cut-Off Date,
   all collections on the Mortgage Loans must be credited to the appropriate
   custodial account no later than the second Business Day following receipt;

      (e) (i) the Servicer shall not permit the balance of any Custodial P&I
   Account to exceed the Threshold Amount or include any amounts then required
   to be remitted to the Certificate Account pursuant to Section 18.3.1, (ii) in
   the event the Servicer collects amounts in excess of the Threshold Amount
   prior to the next scheduled transfer of funds to the respective Certificate
   Account, the Servicer must transfer the excess funds directly to the related
   Certificate Account by wire before the close of business on any day on which
   the amount on deposit in such account exceeds the Threshold Amount and (iii)
   in the event that the Servicer fails to transfer the funds in excess of the
   Threshold Amount to the related Certificate Account or to remit to the
   Certificate Account the Monthly Remittance on the Remittance Date pursuant to
   Section 18.3.1, the Master Servicer is authorized to debit such Custodial P&I
   Account and transfer such amounts to the related Certificate Account;

      (f) (i) the Servicer must file with the Master Servicer the appropriate
   ACH Debit Form for each Custodial P&I Account; (ii) the Master Servicer may
   monitor the principal balance of each Custodial P&I Account and may issue an
   ACH debit for amounts on deposit in any such account in excess of the
   Threshold Amount or otherwise in violation of Section 6.1.3(e); (iii) such
   amounts will immediately be deposited into the appropriate Certificate
   Account; and (iv) the ability of the Master Servicer to withdraw and remit
   such funds to the appropriate Certificate Account does not relieve the
   Servicer of its obligations to remit such funds to the related Certificate
   Account;

      (g) upon the establishment of a Custodial P&I Account, Custodial T&I
   Account or Custodial Buydown Account, the Servicer shall promptly advise the
   Master Servicer in writing of, or of any change in, the name and address of
   the depository, the account number and the title of the account; and

      (h) (i) establishment and maintenance of the Custodial P&I Account,
   Custodial T&I Account and Custodial Buydown Account will be an expense of the
   Servicer; (ii) such custodial accounts may be interest-bearing accounts
   provided that such accounts comply with all local, state and federal laws and
   regulations governing interest-bearing accounts and, in the case of a
   Custodial T&I Account or Custodial Buydown Account, governing Borrower escrow
   accounts; and (iii) the Servicer must ensure that all interest credited to
   any custodial account that is not due the Borrower is removed by the Servicer
   within 30 days after receipt of such interest.

      6.1.4. Escrow Investment. If the Servicer elects or is required by law to
deposit the Borrower's Escrow Funds into an interest-bearing custodial account,
the Servicer shall either (a) deposit such funds into an account which permits
withdrawal on demand so as to pay Escrow Items as they come due, or (b) invest
such funds in an Eligible Account so that adequate funds mature the Business Day
prior to the date payment is due for each Escrow Item.

      6.1.5. Clearing Account. If the Servicer finds it necessary to use a
clearing account, the following guidelines must be followed:

      (a) the titles of such accounts must reflect that they are custodial in
   nature, and the depository in which the accounts are maintained must be
   informed in writing that the accounts are custodial accounts;

      (b) a check drawn on or funds transferred from a Custodial P&I Account or
   Custodial T&I Account must be deposited to a disbursement clearing account
   before or at the same time as any checks on the clearing account are issued;

      (c) a single clearing account must not be utilized both as a collection
   and disbursement clearing account;

      (d) the accounts must be held at depository institutions in which accounts
   are insured by the FDIC, through either the BIF or SAIF;

      (e) the Servicer must maintain adequate records and audit trails to
   support all debits and credits of each Borrower's payment records and
   accounts; and

      (f) collections deposited to a depository clearing account must be
   credited to the appropriate custodial account no later than one Business Day
   following receipt by the Servicer.

      6.1.6. Custodial Buydown Account. The Servicer must establish a separate
custodial account to hold Buydown Funds on Mortgage Loans being serviced for the
Trustee, its successors and assigns. These accounts must be clearly marked to
indicate that the Servicer is a custodian for Buydown Funds being held for the
Trustee, its successors and assigns.

      6.1.7. Certificate Account. The Master Servicer shall establish a
segregated Certificate Account in accordance with Section 3.01 of the Pooling
and Servicing Agreement.

      6.1.8. Custodial Subsidy Account. The Servicer must establish a separate
custodial account to hold Subsidy Funds on Mortgage Loans being serviced for the
Trustee, its successors and assigns. These accounts must be clearly marked to
indicate that the Servicer is a custodian for Subsidy Funds being held for the
Trustee, its successors and assigns.

      6.1.9. Custodial PITI Account. The Servicer must establish a separate
custodial account to hold PITI Funds on Mortgage Loans being serviced for the
Trustee, its successors and assigns. These accounts must be clearly marked to
indicate that the Servicer is a custodian for PITI Funds being held for the
Trustee, its successors and assigns.

      Section 6.2  Custodial P&I Account

      6.2.1. Mandatory Deposits. The following funds must be deposited into each
related Custodial P&I Account within two Business Days after the Servicer's
receipt of such amounts, or in the case of clauses (d) and (e) hereof, on the
Remittance Date or, in the case of clause (g) hereof, on the Business Day after
the Servicer's receipt of the Borrower's required monthly payment under the
related subsidy agreement:

      (a) Principal collections from related Mortgage Loans (including
   Prepayments in Full and Curtailments), together with Month End Interest, if
   applicable;

      (b) Interest collections from related Mortgage Loans (net of Servicing
   Fees or other compensation of the Servicer as set forth in Section 4.6.1);

      (c) Liquidation Proceeds and Insurance Proceeds from related Mortgage
   Loans other than proceeds held in an escrow account and applied to the
   restoration and repair of the related Mortgaged Property;

      (d) related P&I Advances;

      (e) any related PMI Advances;

      (f) the proceeds of any purchase, or substitution under a purchase
   agreement, of a related Mortgage Loan by the Servicer or a Representing
   Party, or sale of an REO;

      (g) an amount from the Custodial Subsidy Account that when added to the
   Borrower's payment will equal the full monthly amount due under the related
   Mortgage Note;

      (h) any amounts received pursuant to Section 15.7; and

      (i) an amount, if any, representing principal and/or interest with respect
   to a PITI Loan.

      6.2.2. Optional Deposits. The following funds may, but are not required
to, be deposited into each related Custodial P&I Account:

      (a) late charges;

      (b) prepayment fees;

      (c) penalty interest;

      (d) assumption fees;

      (e) Liquidation Profits; and

      (f) unapplied funds if the Borrower that remitted such funds is not
   required to maintain Escrow Funds.

The Servicer shall maintain separate accounting for each of the foregoing types
of funds. Provided that the Servicer is not in default of its obligations
hereunder, the Servicer may retain any late charges, prepayment fees, penalty
interest, assumption fees and Liquidation Profits as additional servicing
compensation.

      6.2.3. Permissible Withdrawals. The Servicer may make withdrawals from
each related Custodial P&I Account solely for the following:

      (a) remittances to the related Certificate Account;

      (b) reimbursement to itself for advances which have been recovered by
   subsequent collections including late payments, Liquidation Proceeds or
   Insurance Proceeds, to the extent funds on deposit recovered by such
   subsequent collections relate to the Mortgage Loans as to which such advances
   were made;

      (c) interest earnings on deposits to the related Custodial P&I Account,
   but only to the extent that such interest has been credited;

      (d) removal of amounts deposited in error;

      (e) removal of charges or other such amounts deposited on a temporary
   basis in the account;

      (f) removal of Servicing Fees to the extent deposited therein; and

      (g) termination of the account.

      6.2.4. Account Beneficiary. Each Custodial P&I Account (other than any
Eligible Custodial P&I Account) must be titled to show the respective interests
of the Servicer as trustee and of the Master Servicer as beneficiary.

      6.2.5. Use of Accounts. The Servicer shall not use the Custodial P&I
Account as a collection clearing account.

      Section 6.3  Custodial T&I Account

      6.3.1. Mandatory Deposits. The following funds must be deposited into each
respective Custodial T&I Account:

      (a) related Borrowers' Escrow Funds;

      (b) related T&I Advances;

      (c) the remaining balance of Title Insurance loss drafts;

      (d) rent receipts to offset any related T&I Advances by the Servicer;

      (e) unapplied funds;

      (f) Liquidation Proceeds from a related Mortgage Loan that offset a
   deficit balance in the related Borrower's Escrow Funds; and

      (g) amounts, if any, of PITI Funds representing taxes and insurance
   premiums due.

      6.3.2. Permissible Withdrawals. With respect to each related Borrower, the
Servicer may make withdrawals from each respective Custodial T&I Account to the
extent of the balance of such related Borrower's Escrow Funds for the following:

      (a) timely payment of such related Borrower's taxes and insurance
   premiums;

      (b) refunds to such related Borrower of excess Escrow Funds collected from
   such Borrower;

      (c) recovering T&I Advances made with respect to such related Borrower by
   the Servicer;

      (d) payment of interest, if required, to such related Borrower on his
   Escrow Funds;

      (e) removal of any deposits made in error;

      (f) to transfer payment on account of Buydown Funds and/or Subsidy Funds
   to the Custodial P&I Account; and

      (g) termination of the account.

      6.3.3. Account Requirements. Each Custodial T&I Account is to be
designated in the name of the Servicer acting as an agent for the individual
related Borrowers to make such Escrow Item payments in order to show that the
account is custodial in nature. The Servicer is required to keep records
identifying each Borrower's payment deposited into the account.

      6.3.4. Account Balance. The Servicer must never allow any Custodial T&I
Account to become overdrawn as to any individual related Borrower. If there are
insufficient funds in the account, the Servicer must advance its own funds to
cure the overdraft.

      Section 6.4  Eligible Account Investments

      6.4.1. Eligible Investments Permitted. Unless prevented or restricted by
written notice of the Master Servicer pursuant to Section 6.4.5 hereof, the
Servicer may, from time to time, withdraw funds from a Custodial P&I Account,
Custodial Subsidy Account, Custodial PITI Account or Custodial Buydown Account,
and immediately invest such funds in Eligible Investments in accordance with
this Agreement. Upon the maturity of such Eligible Investments, such funds shall
be redeposited into the Eligible Account from which they were drawn or into the
Certificate Account.

      6.4.2. Eligible Investment Restrictions. No Eligible Investment shall be
sold or disposed of at a gain prior to maturity unless the Servicer has obtained
the consent of the Master Servicer.

      6.4.3. Eligible Investment Income. All income (other than any gain from a
sale or disposition of the type referred to in Section 6.4.2 hereof) realized
from any such Eligible Investment shall be for the benefit of the Servicer as
additional servicing compensation.

      6.4.4. Eligible Investment Losses. The amount of any losses incurred in
respect of any investments permitted under this Section 6.4 shall be deposited
in the Certificate Account by the Servicer out of its own funds immediately as
realized. The Master Servicer may, in its reasonable discretion, from time to
time, require the Servicer to provide a reasonable amount of security to cover
the risk of such investment losses. To the extent that the Servicer shall not
immediately deposit the amount of such losses in the Certificate Account, the
Master Servicer may immediately act against such security as well as pursue all
other remedies permitted by law.

      6.4.5. Eligible Investments Reports. The Servicer shall, at any time
provide such information and reports regarding its Eligible Investments under
this Agreement as the Master Servicer may request.

      6.4.6. Inter-Company Uses of Funds. Notwithstanding anything herein to the
contrary, and subject to the proviso set forth below, the Servicer is permitted
to withdraw funds from a Custodial P & I Account and commingle such funds with
the general assets of the Servicer to be used for general corporate purposes
until such time as such funds are required to be remitted to the related
Certificate Account; provided, however, that the provisions of this Section
6.4.6 shall be applicable only for so long as (i) a master guarantee
substantially in the form of Exhibit A attached hereto has been issued by Wells
Fargo & Company for the benefit of the certificateholders of the Mortgage
Pass-Through Certificates and is currently in force and (ii) the short-term debt
or long-term debt of Wells Fargo & Company is rated by each of the Rating
Agencies in its highest short-term or highest long-term rating category or in
such lower rating category as would not result in a downgrading or withdrawing
of the rating then assigned to any of the Mortgage Pass-Through Certificates by
either Rating Agency or result in any of such rated Mortgage Pass-Through
Certificates being placed on credit review status by either Rating Agency.

<PAGE>

                                    ARTICLE 7

                            Mortgage Loan Accounting

      Section 7.1  In General

      7.1.1. Mortgage Loan Accounting Practices. The Servicer shall administer
the application and accounting of payments made on the Mortgage Loans in
accordance with the provisions of this Agreement.

      7.1.2. Record Keeping. The Servicer must maintain complete and accurate
records of all transactions affecting any Mortgage Loan. Each Mortgage Loan must
be clearly marked to indicate that it is being serviced for the Trustee, its
successors and assigns.

      7.1.3. Record Review. The Master Servicer and its designee have the right
to:

      (a) conduct reviews and audits of the Servicer's records and operating
   procedures during any Business Day; and

      (b) examine the Servicer's financial records, the Borrowers' Escrow Funds
   records and any and all other relevant documents and materials, whether held
   by the Servicer or by another on behalf of the Servicer, to ensure compliance
   with terms and conditions of this Agreement and the Master Servicer's
   standards.

      Section 7.2  Mortgage Loan Records

      7.2.1. Account Records. Permanent Mortgage Loan account records must be
maintained by the Servicer for each Mortgage Loan. Each account record must be
identifiable by the Servicer Loan Number.

      7.2.2. Account Record Information. The Servicer shall maintain the
following information for each Mortgage Loan in a readily accessible form:

      (a) the Master Servicer Loan Number;

      (b) the current Unpaid Principal Balance;

      (c) the date of receipt, amount of payment and distribution of such
   payment for each Monthly Payment received with respect to such Mortgage Loan
   as to each related Due Date;

      (d) for ARM Loans, the current Mortgage Interest Rate, all limitations
   contained in the Mortgage Note with respect to periodic adjustments in the
   Mortgage Interest Rate, the scheduled Interest Adjustment Dates, Payment
   Adjustment Dates, the Gross Margin and the Index;

      (e) other transactions affecting the amounts due from or payable to the
   related Borrower;

      (f) the current outstanding balances of principal and interest deposits,
   advances, taxes and insurance deposits and unapplied payments with respect to
   such Mortgage Loan;

      (g) any overdraft of the Borrower's Escrow Funds;

      (h) any servicing reports or loan histories; and

      (i) any other information customarily maintained by a mortgage loan
   servicer of one to four family residential mortgages.

      7.2.3. Accounting Practice. Except as otherwise provided herein, all
Mortgage Loan account records must be maintained according to (a) the Uniform
Single Attestation Program for Mortgage Bankers and (b) where applicable, sound
and generally accepted accounting practices.

      7.2.4. Access to Certain Documentation and Information Regarding the
Mortgage Loans At the request of the Master Servicer, the Servicer shall provide
to the Master Servicer, the Office of Thrift Supervision, the FDIC and the
supervisory agents and examiners of the Office of Thrift Supervision and the
examiners of the FDIC, as appropriate, access to the documentation regarding the
Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision or the FDIC, such access being afforded without charge but only upon
reasonable request and during normal business hours at the offices of the
Servicer designated by it. The Servicer shall permit such representatives to
photocopy any such documentation and shall provide equipment for that purpose at
a charge reasonably approximating the cost of such photocopying to the Servicer.

      Section 7.3  Accounting Procedures

      7.3.1. Principal and Interest Computation. All Mortgage Loans must
amortize with interest calculated and paid in arrears. Under this method, the
interest due from a Borrower on a Due Date is calculated based on (a) the Unpaid
Principal Balance of the related Mortgage Loan prior to application of the
principal portion of the related current Monthly Payment, (b) thirty days
interest at the related Mortgage Interest Rate and (c) adjusted as herein
provided for the effects of Curtailments, Partial Liquidation Proceeds,
Prepayments in Full and Liquidations. The calculated interest portion is then
subtracted from the related Monthly Payment to obtain the principal portion. The
principal portion is then applied to the Unpaid Principal Balance of the related
Mortgage Loan. The amount to be applied to interest for a multiple installment
must be calculated using the Unpaid Principal Balance of the related Mortgage
Loan remaining after the previous interest calculation and principal
application.

      7.3.2. Amortization Requirement. The amortization of each Mortgage Loan
must reduce to zero, or as to Balloon Loans, the respective Balloon Amount, at
the end of the Mortgage Loan term through the application of regular monthly
payments. Capitalization of interest is not permitted, except as provided by the
terms of any Mortgage Loan that provides for negative amortization.

      7.3.3. Negative Amortization. To the extent any Mortgage Loan provides for
negative amortization, such as a GPM or GPARM Loan, the Servicer must assure
that the Unpaid Principal Balance of such Mortgage Loan never exceeds the
related Maximum Negative Amortization Amount, and that the related Monthly
Payment is recast as provided for in the Mortgage Note such that the balance
fully amortizes within the remaining term of such Mortgage Loan.

      7.3.4. Interest Calculations. Monthly interest calculations for periods of
a full month must be based on a 30-day month and a 360-day year. Factors used
for such calculations should be carried to a minimum of three decimal places.
The dollar amount of any interest payment shall be carried out to a minimum of
three decimal places. Interest calculations for a period of less than a full
month must be based on a 365-day year.

      7.3.5. Buydown Loans. The Servicer must amortize a Mortgage Loan for which
Buydown Funds are applied at the Mortgage Interest Rate, not at the buy-down
rate, in order to ensure that payments are collected to amortize properly the
Mortgage Loan.

      Section 7.4  Application Procedure

      7.4.1. Application Priority. A payment from a Borrower will normally
consist of interest, principal, deposits for insurance and taxes and late
charges, if applicable. Payments received from Borrowers must be applied in the
order provided for in the related Security Instrument. To the extent not
inconsistent with the related Security Instrument, such payments shall be
applied in the following order:

      (a) required monthly interest;

      (b) required monthly principal;

      (c) deposits for taxes and insurance;

      (d) prepayment charges; and

      (e) any fees which may be retained by the Servicer, including late
   charges, returned check fees, and assumption fees.

      7.4.2. [Reserved].

      7.4.3. Advance Payments. Payments made by the Borrower to satisfy future
installments must be accounted for as prepaid installments of principal and
interest. The Servicer should contact the Borrower if there is a question about
the Borrower's intention in making any unscheduled payment.

      Section 7.5  Curtailments

      7.5.1. Curtailment Amount. The Servicer may accept Curtailments at any
time. If a Mortgage Loan is delinquent, funds received must first be applied to
bring the Mortgage Loan current. If there are excess funds after the application
of amounts received from the Borrower to pay the related Monthly Payment, the
excess funds represent a Curtailment and may be applied as a partial principal
prepayment.

      7.5.2. Curtailment Application. If a Curtailment is received on or after
the Due Date, the Servicer may either (i) retroactively apply the Curtailment to
the Scheduled Principal Balance of the related Mortgage Loan as of the Due Date,
or (ii) to the extent permitted by law and the Mortgage Loan, apply such
Curtailment at the end of the current period. The interest portion of the next
installment due is then calculated based on the Unpaid Principal Balance of the
related Mortgage Loan after application of the Curtailment.

      7.5.3. Effect of Curtailment. A Curtailment may not be used to reduce the
related Mortgage Interest Rate for any Mortgage Loan or to postpone the Due Date
of any payment.

      7.5.4. Curtailment Transmission. Each Curtailment must be deposited into
the related Custodial P&I Account within one Business Day after receipt and must
be remitted no later than the regularly scheduled Monthly Remittance to the
related Certificate Account.

      Section 7.6  Liquidations

      7.6.1. Month End Interest. If a Prepayment in Full of a Mortgage Loan
occurs, such prepayment is received by the Servicer after the Applicable
Unscheduled Receipt Period ending in the month in which such prepayment occurs,
and the Servicer does not receive a full 30 days of interest (calculated on a
30-day month, 360-day year basis) on the prepaid amount for the month in which
such Prepayment in Full occurs, the Servicer must pay the Month End Interest on
all such Mortgage Loans so prepaid in full on the Remittance Date in the month
following the month of such prepayment. Any Month End Interest Shortfall for any
month shall not be recoverable from the Servicer or any other source in the
future. The payment of Month End Interest by the Servicer, as provided for
above, shall not be an "advance" and shall not be reimbursable from the proceeds
of any Mortgage Loan.

      7.6.2. Liquidation Reports. The Servicer will report information with
respect to Liquidations in the monthly reports delivered to the Master Servicer
by the eighteenth calendar day of each succeeding month.

      7.6.3. Deposit of Funds. Within one day after the Liquidation of a
Mortgage Loan, the Servicer shall deposit the related Liquidation Proceeds
together with the related Month End Interest into the related Custodial P&I
Account.

      7.6.4. Document Request. After any Liquidation, the Servicer must complete
and send a Request for Release of Documents to the Custodian to ensure the
release of documents within the period required by applicable state law.

      Section 7.7  Realized Losses

      7.7.1. Liquidation Realized Loss Determination. With respect to the
calculation of a Realized Loss suffered on the related Mortgage Loan on a
Liquidation of such Mortgage Loan, the amount of such Realized Loss is equal to
(a) the sum of:

      (i)   Unpaid Principal Balance;

      (ii)  unpaid interest accrued at the related Mortgage Interest Rate;

      (iii) attorneys' fees and other foreclosure and sale expenses;

      (iv)  unpaid taxes;

      (v)   unpaid property maintenance expenses;

      (vi)  unpaid insurance premiums; and

      (vii) hazard loss expenses;

   less the sum of:

      (i)   the balance of Escrow Funds, if any;

      (ii)  any refund of any Hazard Insurance premium;

      (iii) rental income receipts;

      (iv)  Insurance Proceeds or PMI Advances;

      (v)   cash proceeds of any foreclosure sale;

      (vi)  proceeds from sale of a REO; and

      (vii) any amounts received pursuant to bankruptcy or insolvency
            proceedings.

      7.7.2. Bankruptcy Realized Loss Determination. With respect to the
calculation of a Realized Loss on a Mortgage Loan subject to a Deficient
Valuation, the amount of the Realized Loss is the difference between the Unpaid
Principal Balance of the related Mortgage Loan immediately prior to the
Deficient Valuation and the Unpaid Principal Balance as reduced by the Deficient
Valuation.

      7.7.3. Reporting Requirement. As to any defaulted Mortgage Loan, the
Servicer must account to, and report in writing to, the Master Servicer as to
any Realized Loss (or gain) upon the Liquidation or Deficient Valuation in
respect of such Mortgage Loan.

      7.7.4. Servicer's Liability. Except in the case of a purchase by the
Servicer of a Mortgage Loan from the Trustee thereof due to a breach of a
representation or warranty by the Servicer or failure to perform the servicing
procedures as set forth in this Agreement, the Servicer is not liable for any
Realized Loss on any Mortgage Loan.

<PAGE>

                                    ARTICLE 8

                                    ARM Loans

      Section 8.1  ARM Loan Servicing

      8.1.1. In General. It is the Servicer's responsibility to enforce each ARM
Loan (and any other Mortgage Loan) according to its terms and in conformity with
all applicable law. The Servicer's records must, at all times, reflect the
then-current Mortgage Interest Rate and Monthly Payment for such ARM Loan and
the Servicer must timely notify the Borrower of any changes to the Mortgage
Interest Rate and/or the Borrower's Monthly Payment.

      8.1.2. Servicer's Liability. If the Servicer fails to make either a timely
or accurate adjustment to the Mortgage Interest Rate or Monthly Payment for an
ARM Loan or to notify the Borrower of such adjustments, and subsequently
receives a short Monthly Payment, the Servicer must pay from its own funds any
shortage until the Servicer has made the necessary corrections in conformance
with applicable law so as to secure the correct Monthly Payment from the
Borrower. In the event that such error results in the Borrower making a Monthly
Payment in excess of the amount which he should have made if such adjustment
were properly calculated, then the Servicer shall promptly (a) make the required
adjustment to the Borrower's Monthly Payment and Mortgage Interest Rate so that
they reflect the amounts as properly calculated as of the related Payment
Adjustment Date, (b) refund to the Borrower the amount of any such excess
received by the Servicer from the related Payment Adjustment Date and (c) deduct
from the respective Custodial P&I Account or the Certificate Account the amount
of such refund to reimburse the Servicer for making such refund. Any amounts
paid by the Servicer pursuant to this Section shall not be an advance and shall
not be reimbursable from the proceeds of any Mortgage Loan.

      8.1.3. Adjustment Reports. All Mortgage Interest Rate and Monthly Payment
adjustments must be reported to the Master Servicer in a ARM Loan change report.

      8.1.4. Substitute Index. If the Index required to be used to determine the
Mortgage Interest Rate for a Mortgage Loan is not available on an Interest
Adjustment Date, the Servicer, will select an index that is based on comparable
information, over which the Servicer has no control and that is readily
verifiable.

      Section 8.2  Notice of Periodic Adjustment

      8.2.1. Notice Requirement. The Notice of Periodic Adjustment is the legal
and official announcement to the Borrower of an ARM Loan of a change in the
Mortgage Interest Rate or the Monthly Payment. The Servicer must send this
notice to the Borrower, as stated in the related Mortgage Note and in accordance
with applicable law, and at least 25 days before each Payment Adjustment Date.

      8.2.2. Notice Contents. Each Notice of Periodic Adjustment pertaining to
an ARM Loan shall meet the requirements and specifications of the Security
Instrument, the Mortgage Loan, and applicable federal or state laws or
regulations.

      Section 8.3  ARM Loan Conversion

      8.3.1. Servicer's Determination. In the event a Borrower with a
convertible ARM Loan exercises its option to convert such Mortgage Loan to a
fixed interest rate, the Servicer will determine whether the conditions and
qualifications for conversion have been met and determine the fixed rate to be
applied to such Mortgage Loan pursuant to the terms of the related Mortgage
Note.

      8.3.2. Purchase by Servicer. The Servicer shall purchase such Converted
Mortgage Loan from the applicable Trustee at the Purchase Price by depositing
the Purchase Price into the Custodial P&I Account.

<PAGE>

                                    ARTICLE 9

                               Mortgage Loan Files

      Section 9.1  Owner Mortgage Loan Files and Retained Mortgage Loan
Files

      9.1.1. Owner Mortgage Loan File and Retained Mortgage Loan File
Requirements. For each Mortgage Loan, the Master Servicer shall ensure that the
Custodian will maintain an Owner Mortgage Loan File on behalf of the Trustee
that contains each of the documents or instruments specified in Section 2.01(a)
of the Pooling and Servicing Agreement.

      For each Mortgage Loan after a Document Transfer Event, the Servicer shall
deliver to the Custodian the Retained Mortgage Loan File that contains each of
the documents or instruments specified in Section 2.01(b) of the Pooling and
Servicing Agreement and the Custodian will maintain such Retained Mortgage Loan
File on behalf of the Trustee.

      9.1.2. Custodian. If the original Security Instrument or the Assignment
from the respective prior owner of the related Mortgage Loan to the Trustee or,
if applicable, to the Trust Administrator, on behalf of the Trustee, has not
been delivered to the Custodian on the date of the transfer of ownership of such
Mortgage Loan to the Trustee because it is in the process of being recorded, the
Servicer shall, within five Business Days after its receipt of the original
recorded document, deliver it to the Custodian. The Servicer shall promptly
deliver to the Custodian any other Mortgage Loan Document to be included in an
Owner Mortgage Loan File, charged to the custody of the Custodian, that comes
into Servicer's possession.

      9.1.3. Release of Documents from Owner Mortgage Loan File or Retained
Mortgage Loan File. In the event any document contained in an Owner Mortgage
Loan File or, after the Document Transfer Event, a Retained Mortgage Loan File,
is needed by the Servicer for the proper servicing of a Mortgage Loan, the
Servicer must send to the Trustee or the Custodian, as the case may be, two
copies of a Request for Release as defined in the Pooling and Servicing
Agreement of documents. The Master Servicer hereby authorizes the Trustee or the
Custodian, as the case may be, to release such Owner Mortgage Loan Files or
Retained Mortgage Loan Files after receipt of such Servicer's request (i) upon
payment in full of such Mortgage Loan, (ii) when necessary for foreclosure or
(iii) for such other cause as the Master Servicer deems appropriate, in its
reasonable discretion. The Servicer shall be responsible for such Mortgage Loan
Documents while they are in its possession and will be deemed to hold such Owner
Mortgage Loan Files or Retained Mortgage Loan Files in trust for the benefit of
the Trustee. If such Mortgage Loan has not been paid in full or otherwise
liquidated, the Servicer shall promptly return such Owner Mortgage Loan Files or
Retained Mortgage Loan Files when they are no longer required. Notwithstanding
the foregoing, unless such Mortgage Loan has been liquidated or the related
Owner Mortgage Loan Files or Retained Mortgage Loan Files have been delivered to
an attorney, a public trustee or other public official in order to foreclose on
the related Mortgaged Property, all such Owner Mortgage Loan Files or Retained
Mortgage Loan Files released by the Trustee or the respective Custodian, as the
case may be, must be returned within 60 calendar days after their release.

      9.1.4. Execution by Trustee. In the event the Trustee's signature is
required on any document with respect to a Mortgage Loan for any reason,
including payment in full, assumption or foreclosure, the Servicer shall deliver
to the Trustee a written notice requesting that the Trustee execute such
documents and certifying as to the reason such documents are required. Upon
receipt of such executed documents, the Servicer shall record, file or deliver
such documents as appropriate for the proper servicing of such Mortgage Loan.

      9.1.5. Representing Party Officers' Certificate. If it is necessary for
the respective Representing Party to deliver an Officers' certificate with
respect to the existence of a Title Insurance policy or a Primary Mortgage
Insurance policy for several Mortgage Loans, the Master Servicer may consent to
the delivery of a single Officers' certificate of the respective Representing
Party for a schedule of mortgage loans in lieu of a separate Officers'
certificate for each such Mortgage Loan.

      9.1.6. Custodial Fees. The Servicer is responsible for the related ongoing
fees of each Custodian. If for any reason at any time the Master Servicer pays
custodial fees (including any payment made by the Master Servicer pursuant to
Section 3.4 of the Custodial Agreement), the Servicer will promptly reimburse
the Master Servicer for such payments.

      Section 9.2  Servicer Mortgage Loan Files

      9.2.1. Servicer Mortgage Loan File Requirements. The Servicer must
maintain a Servicer Mortgage Loan File for each Mortgage Loan, which may be
distributed among several different files, each of which shall be clearly marked
with the Servicer Loan Number and shall be readily accessible to the Master
Servicer during regular business hours, that includes the following:

      (a) copies of each of the documents listed in Section 2.01 of the Pooling
   and Servicing Agreement that are held by the Custodian as part of the Owner
   Mortgage Loan File or Retained Mortgage Loan File, if applicable;

      (b) where such coverage is not provided under a blanket policy maintained
   by the Servicer, an original Hazard Insurance policy, or a copy thereof, or a
   certificate of insurance issued by the applicable insurer or its agent
   indicating such a policy is in effect for the related Mortgaged Property;

      (c) a Flood Insurance policy or a certificate of insurance issued by the
   insurer or its agent indicating that such a policy is in effect with respect
   to the related Mortgaged Property, if Flood Insurance is required pursuant to
   the provisions of Section 15.4 or Section 16.6 hereof for such Mortgaged
   Property;

      (d) originals or copies of all documents submitted to a Primary Mortgage
   Insurer for credit and property underwriting approval with respect to the
   related Mortgaged Property, if Primary Mortgage Insurance is required
   pursuant to the provisions of Section 15.2 hereof for such Mortgaged
   Property;

      (e) the originals of all RESPA and Regulation Z disclosure statements
   executed by the Borrower with respect to such Mortgage Loan;

      (f) the related Appraisal Report made at the time such Mortgage Loan was
   originated;

      (g) the HUD-1 or other settlement statement for the purchase or refinance,
   as the case may be, of the Mortgaged Property by the Borrower and mortgagor
   under the related Mortgage Note and Security Instrument with respect to such
   Mortgage Loan;

      (h) evidence of any tax service contract, if any;

      (i) copies of documentation, including the appropriate approval by the
   Master Servicer, relating to any modifications to the related original
   Mortgage Loan Documents;

      (j) documentation, including the appropriate approval by the Master
   Servicer, relating to any releases of any collateral supporting such Mortgage
   Loan;

      (k) collection letters or form notices sent to the Borrower with respect
   to such Mortgage Loan, but only if the Servicer does not maintain separate
   collection files, including all collection letters or notices, indexed by
   Borrower;

      (l) foreclosure correspondence, bankruptcy correspondence and legal
   notifications, if applicable with respect to the related Mortgaged Property;
   and

      (m) all other related Mortgage Loan Documents which are customarily
   maintained in accordance with Prudent Servicing Practices in a mortgage loan
   file in order to properly service a mortgage loan including, without
   limitation, documents regarding title claims.

      9.2.2. Servicer Mortgage Loan File Access. The Servicer acknowledges that
each Servicer Mortgage Loan File shall be held in trust for the Trustee. The
Servicer further acknowledges that the Master Servicer may, from time-to-time,
request immediate delivery of any or all Mortgage Loan records and documents to
the Master Servicer, the Trustee, the Custodian or another entity designated by
the Master Servicer, and the Servicer shall thereupon immediately deliver such
records and documents, at the expense of the Servicer. The Servicer agrees to
permit the Master Servicer, from time to time to conduct audits or inspections
of any Servicer Mortgage Loan Files at one or more of the Servicer's offices
during normal business hours with advance notice. The Servicer must grant the
Master Servicer access to all books, records and files relating to the
Servicer's systems and procedures for servicing Mortgage Loans as to all
Servicer Mortgage Loan Files or to the Servicer's compliance with the terms and
conditions of this Agreement.

      9.2.3. Alternate Media. Subject to any applicable law concerning document
retention requirements, the Servicer may maintain any Servicer Mortgage Loan
File, or any portion thereof, on microfilm, microfiche, optical storage or
magnetic media and may retain the microfilm, microfiche, optical storage or
magnetic media in lieu of hard copies of the documents required to be maintained
in such Servicer Mortgage Loan Files. The following requirements must be met:

      (a) the process must accurately reproduce originals onto a durable medium;

      (b) unless the Master Servicer provides otherwise by notice to the
   Servicer, the Master Servicer Loan Number must be clearly marked on the
   copies or optical storage or magnetic media;

      (c) the copies or optical storage or magnetic media must be easily
   transferable to legible hard copies of the material relating to the Mortgage
   Loans; and

      (d) backup copies of the microfilm, microfiche, optical storage or
   magnetic media must be made by the Servicer and retained off-site to protect
   against fire and other hazard losses.

If the copies, optical storage or magnetic media become damaged or lost for any
reason, the Servicer must bear the entire cost of restoring each Servicer
Mortgage Loan File and any other related documents which had been transferred to
microfilm, microfiche, optical storage or magnetic media. The Servicer also must
bear all costs of reproducing legible hard copies reasonably requested by the
Master Servicer. The Master Servicer may reasonably request copies of any
Servicer Mortgage Loan File in optical storage or magnetic media which the
Servicer has previously transferred to magnetic media or optical storage, as the
case may be. The Servicer shall furnish to the Master Servicer optical storage
or magnetic media copies of the requested Servicer Mortgage Loan File in such
format as maintained by the Servicer at the Servicer's expense.

      Section 9.3  Requisite Form

      9.3.1. Form of Endorsements. Except for endorsements in blank, the
Servicer shall require that endorsements of any Mortgage Notes comply with the
format specified in Section 2.01(c) of the Pooling and Servicing Agreement.

      9.3.2. Form of Assignment. Except for assignments in blank or in the case
of any Security Instrument registered in the name of MERS, the Servicer shall
require that assignments of any Security Instrument comply with the following
format specified in Section 2.01(c) of the Pooling and Servicing Agreement.

<PAGE>

                                   ARTICLE 10

                                     Escrows

      Section 10.1 Escrow Criteria

      10.1.1. Escrow Requirement. Unless, (a) at the origination of a Mortgage
Loan the Borrower is not required to make Escrow Item payments thereafter, (b)
Escrow Funds collection has been waived pursuant to Section 10.5.1 hereof, or
(c) the collection of Escrow Funds is precluded by applicable law, the Servicer
must continue to collect 1/12th of the annual total for all Escrow Items with
each Monthly Payment on such Mortgage Loan, as determined pursuant to Section
10.3.1 hereof.

      10.1.2. Mortgage Loans without Escrow. If the Servicer is not required to
collect Escrow Funds on a Mortgage Loan, the Servicer shall require proof of
payment of all taxes, ground rents, assessments, insurance or other charges, or
use other means commonly used in the mortgage industry to ascertain that such
items are paid on a timely basis.

      Section 10.2 Payment of Escrow Items

      10.2.1. Escrow Payment Obligation. Where the Servicer is responsible for
the collection of Escrow Funds with respect to a Mortgage Loan, the Servicer
shall promptly pay all bills for any Escrow Items in such a manner as to avoid
late charges or penalties and to take advantage of any available discount.

      10.2.2. Escrow Item Payments. Where (a) the Servicer has been collecting
Escrow Funds with respect to a Mortgage Loan, or (b) the Borrower has not been
obliged to make Escrow Funds payments or such payments have been waived and such
Borrower has failed to timely pay obligations which otherwise would be Escrow
Items, the Servicer must pay any obligation (i) which could become a first lien
on the related Mortgaged Property, or (ii) to maintain in force the applicable
Insurance Policies. Where Escrow Funds are maintained by the Servicer, such
obligations should be paid from the Borrower's Escrow Funds, or in accordance
with Section 10.2.3 hereof.

      10.2.3. Escrow Fund Insufficiency. When a Borrower's Escrow Funds are
insufficient to pay taxes, assessments and premiums, when due, subject to
applicable law, the Servicer must attempt to obtain the additional funds from
such Borrower. If sufficient additional funds have not been recovered by the
time the payment is due, the Servicer must advance its own funds to ensure
prompt payment. The Servicer may elect to advance funds prior to attempting to
obtain the additional funds from such Borrower; however, to the extent permitted
by applicable law, the Servicer shall thereafter attempt to obtain the advanced
funds from the Borrower or collect such advanced funds as described in Section
10.3.3.

      10.2.4. Nonpayment Notice. The Servicer must notify the Master Servicer
immediately of any Escrow Item that does not conform to either FNMA or FHLMC
standards.

      Section 10.3 Escrow Fund Determination

      10.3.1. Escrow Funds Analysis. Subject to all applicable Federal, State
and local laws, the Servicer must conduct an analysis of each Borrower's Escrow
Funds at least annually to determine the monthly deposits which must be made by
such Borrower. The analysis shall be performed based upon (a) reasonable
projections of the expenses to be paid from the Escrow Funds and (b) that as
such expenses come due, the Escrow Funds balance shall at all times be
sufficient to effect the payment of such expenses, unless a lower amount is
required by applicable law. Each Borrower must receive a statement of this
analysis. The analysis also must determine whether there is a surplus or
deficiency in such Borrower's Escrow Funds.

      10.3.2. Escrow Fund Surplus. A surplus in a Borrower's Escrow Funds shall
be refunded to such Borrower or taken into consideration in determining the
amount to be collected for Escrow Funds.

      10.3.3. Escrow Fund Deficiency. Where it is determined that a deficiency
exists in such Borrower's Escrow Funds, such Borrower may be requested to pay
the shortage in full or the deficiency may be taken into consideration in
determining the amount to be collected for Escrow Funds during the next twelve
months (or such longer period as may be permitted in the discretion of the
Servicer).

      Section 10.4 Records

      10.4.1. Escrow Funds Records. The Servicer shall keep records of Escrow
Funds collected from each Borrower.

      10.4.2. Escrow Obligations Records. The Servicer must maintain accurate
records of the imposition of Escrow Item obligations and the payment of Escrow
Items.

      Section 10.5 Escrow Waiver

      10.5.1. Waiver Conditions. For any Mortgage Loan (other than a GPM or
GPARM Loan which provides for negative amortization in the future) that has
amortized down so that its current LTV is 80% or less, the Servicer may waive
the Borrower's future obligation to make Escrow Funds payments provided:

      (a) the Unpaid Principal Balance of such Mortgage Note divided by the
   value of the Mortgaged Property based on an appraisal made within 60 days of
   the date of determination is 80% or less;

      (b) such Mortgage Loan is at least 12 months old; and

      (c) such Mortgage Loan has not been more than 30 days delinquent during
   the preceding 12 months.

      10.5.2. Waiver Rescission. The Servicer shall enforce the Escrow Funds
requirements with respect to any Mortgage Loan if the related Borrower fails to
act responsibly in making the required payments.

<PAGE>

                                   ARTICLE 11

                       Collection and Servicing Practices

      Section 11.1 General Servicing Requirements

      11.1.1. Servicing Practices. The Servicer agrees to service Mortgage Loans
in accordance with the requirements of this Agreement. In general, where not
otherwise expressly required by the provisions of this Agreement, the Servicer
shall service the Mortgage Loans in accordance with Prudent Servicing Practices
and generally in accordance with FNMA guidelines. As to each Mortgage Loan, the
Servicer shall take all such actions as may be necessary to preserve the lien of
the related Security Instrument upon the related Mortgaged Property.

      11.1.2. Tax Returns and Other Reports. Unless otherwise instructed by
notice from the Master Servicer, the Servicer shall forward to each Mortgagor
such forms and furnish such information within the control of the Servicer as
are required by the Code to be furnished to them and shall prepare and file
annual reports required by the state authorities. By way of example, the
Servicer shall provide the Mortgagors with the reports required under Code
Sections 6050H (e.g., reporting on Form 1098 any mortgage interest, including
points, received and any reimbursements of qualified mortgage interest) and
6050J (Abandonments and Foreclosure of Real Property, Form 1099-A).

      11.1.3. Servicer Internal Controls. The Servicer shall maintain at all
times an adequate system of audit and internal controls in accordance with
Prudent Servicing Practices.

      11.1.4. Pool Insurance Compliance. Notwithstanding any other provision of
this Agreement, the Servicer shall at all times comply with all applicable Pool
Insurance policy requirements so as to assure the full benefit of such Pool
Insurance policy to the Trustee.

      11.1.5. Primary Mortgage Insurance Compliance. Notwithstanding any other
provision of this Agreement, the Servicer shall at all times comply with all
applicable Primary Mortgage Insurance policy requirements so as to assure the
full benefit of such Primary Mortgage Insurance policy to the Trustee.

      11.1.6. Letter of Credit Compliance.. Notwithstanding any other provision
of this Agreement, the Servicer shall comply with all the requirements of any
Letter of Credit so as to assure the full benefit of such Letter of Credit to
the Trustee.

      Section 11.2 Delegation of Duties

      11.2.1. Permissible Delegations. Without the written consent of the Master
Servicer authorizing further delegations, the only servicing duties which the
Servicer may elect to delegate, by agency, subcontract or otherwise, and the
only categories of such delegees, are as follows:

      (a) professional collection agencies to perform those duties and functions
   for the collection of delinquent amounts due on any Mortgage Loan that are
   customarily performed by such agencies in the locality where the related
   Mortgaged Property are located;

      (b) title insurance companies, escrow companies and trust companies to
   issue or provide reports reflecting the condition of title to any Mortgaged
   Property and services incidental to the foreclosure or acquisition in lieu of
   foreclosure of any Mortgaged Property, or the sale or disposition of any
   Mortgaged Property acquired by the Servicer;

      (c) attorneys licensed to practice in the state where the related
   Mortgaged Property is located to perform customary legal services in
   connection with the foreclosure or acquisition of such Mortgaged Property or
   the sale or disposition of such Mortgaged Property acquired by the Servicer
   at or in lieu of foreclosure, or for the collection of delinquent sums owed
   on any Mortgage Loan;

      (d) professional property inspection companies and appraisers to conduct
   routine inspections of, and provide written inspection reports on, any
   Mortgaged Property as required by this Agreement;

      (e) title companies, escrow companies and real estate tax service
   companies to provide periodic reports as to the amount of real estate taxes
   due on any Mortgaged Property and the due date or dates of each required
   installment;

      (f) credit bureaus or credit reporting companies to provide credit reports
   on Borrowers or persons who have applied to assume any Mortgage Loans;

      (g) construction companies, contractors and laborers to provide labor,
   materials and supplies necessary to protect, preserve and repair any
   Mortgaged Property as required by this Agreement;

      (h) lock box providers or payment processing administrators to provide
   payment processing services;

      (i) hazard insurance servicing companies to provide periodic reports as to
   the amount of hazard insurance premiums due on any Mortgaged Property and the
   Due Date or Due Dates of each required premium payment; and

      (j) such other third party service providers as the Servicer, in
   accordance with Prudent Servicing Practices, may deem appropriate.

      11.2.2. Delegee's Qualifications. The Servicer shall assure that each
Person retained to provide any of the services set forth in Section 11.2.1
hereof is fully licensed and holds all required Federal, State or local
governmental franchises, certificates and permits necessary to conduct the
business in which he is engaged and that such Person is reputable,
knowledgeable, skilled and experienced and has the necessary personnel,
facilities and equipment required to provide the services for which he is
retained.

      11.2.3. Responsibility for Costs. Any Person retained in accordance with
Section 11.2.1 hereof shall be retained solely for the Servicer's account and at
the Servicer's sole expense and shall not be deemed to be an agent or
representative of the Trustee, its successors or assigns, or the Master Servicer
or its successors or assigns.

      11.2.4. Servicer's Liability. The Servicer shall remain liable to the
Master Servicer for the performance of the Servicer's duties and obligations
under this Agreement, notwithstanding the delegation of any servicing function
pursuant to this Section 11.2.

      Section 11.3 Due-on-Sale Clause Enforcement

      11.3.1. Enforcement Requirement. The Servicer is required to enforce the
Due-on-Sale Clause on any Mortgage Loan to the extent permitted by applicable
law upon the transfer of title of the related Mortgaged Property unless (a) a
Mortgage Loan is assumable pursuant to the terms of the related Mortgage Note
Assumption Rider, or (b) enforcement of the Due-on-Sale Clause will jeopardize
the Primary Mortgage Insurance coverage on such Mortgage Loan.

      11.3.2. [Reserved].

      11.3.3. Approval Requirement. In all circumstances of an unapproved
transfer of a Mortgaged Property initiated by the Borrower, the Servicer is
required to promptly notify, where applicable, the respective Primary Mortgage
Insurer and/or the respective Pool Insurer, of such transfer and obtain written
approval before initiating enforcement proceedings.

      11.3.4. Exempt Transactions. (a) The Servicer shall not be required to
enforce the due-on-sale (or transfer) provision of this Agreement for certain
types of property transfers or related transactions. The Servicer shall process
these exempt transactions without the approval or notification of the Master
Servicer. In each case, the Mortgaged Property shall remain subject to the lien
of the related Mortgage Loan, and each transferee or grantee described below
shall take subject to such lien. The following transactions shall be deemed to
be exempt transactions and shall require the review and approval of the Servicer
only prior to transfer:

      (i)         a transfer of the Mortgaged Property to the surviving party on
            the death of a joint tenant or a tenant by the entirety;

      (ii)        a transfer of the Mortgaged Property to a junior lienholder as
            the result of a foreclosure or the acceptance of a deed in lieu of
            foreclosure for the subordinate mortgage;

      (iii)       a transfer of the Mortgaged Property (or, if the Borrower is
            an inter vivos revocable trust, a transfer of a beneficial interest
            in such trust) to a relative of a deceased Borrower (or, in the case
            of an inter vivos revocable trust Borrower, to a relative of the
            individual who established the trust), provided that the transferee
            will occupy the Mortgaged Property;

      (iv)        a transfer of the Mortgaged Property (or, if the Borrower is
            an inter vivos revocable trust, a transfer of a beneficial interest
            in such trust) to the spouse, child(ren), parent(s), brother(s), or
            sister(s), grandparent(s), or grandchild(ren) of the Borrower (or,
            in the case of an inter vivos revocable trust Borrower, of the
            individual who established the trust), provided that the transferee
            will occupy the Mortgaged Property;

      (v)         a transfer of the Mortgaged Property (or, if the Borrower is
            an inter vivos revocable trust, a transfer of a beneficial interest
            in such trust) to a spouse of the Borrower (or, in the case of an
            inter vivos revocable trust Borrower, of the individual who
            established the trust) under a divorce decree or legal separation
            agreement or from an incidental property settlement agreement,
            provided that the transferee will occupy the Mortgaged Property;

      (vi)        a transfer of a Mortgaged Property that is jointly owned by
            unrelated co-borrowers from one of the Borrowers to the other,
            provided that the Borrower who is gaining full ownership of the
            Mortgaged Property shall continue to occupy it and the transfer
            occurs after at least 12 months have elapsed since the Mortgage Loan
            was closed;

      (vii)       a transfer of the Mortgaged Property (or, if the Borrower is
            an inter vivos revocable trust, a transfer of a beneficial interest
            in such trust) into an inter vivos revocable trust (or, if the
            Borrower is an inter vivos revocable trust, into a new trust), so
            long as the Borrower (or the individual who established the original
            inter vivos revocable trust) will be the beneficiary of the trust
            and the occupant of the Mortgaged Property;

      (viii)      the granting of a leasehold interest in the Mortgaged Property
            that has a term of three or fewer years and does not provide an
            option to purchase the Mortgaged Property, or a renewal option that
            would allow the term to extend beyond three years;

      (ix)        the creation of a subordinate lien upon the Mortgaged
            Property, provided that there is no transfer of occupancy rights
            therein; or

      (x)         the creation of a purchase money security interest for
            household appliances which are situated in or upon the Mortgaged
            Property.

      (b) If the individual or entity transferring the Mortgaged Property
   requests a release of liability, the Servicer must review the credit and
   financial capacity of the individual or entity receiving the Mortgaged
   Property. The Servicer may approve the release of liability if it believes
   the recipient is capable of assuming the mortgage obligations and, where
   applicable, with the consent of the respective Primary Mortgage Insurer
   and/or the respective Pool Insurer. If the Servicer does not believe that the
   recipient is credit worthy or if the consent of the respective Primary
   Mortgage Insurer and/or the respective Pool Insurer is required but not
   obtained, the Servicer shall deny the request for the release of liability,
   although the transfer may still be processed without the release. If the
   request is denied based solely on the Primary Mortgage Insurer's or the
   respective Pool Insurer's decision, the denial letter should state that fact.

      (c) The Servicer shall advise (i) each insurance company providing Hazard
   Insurance and Flood Insurance, where applicable, (ii) the relevant tax
   authorities, where applicable, (iii) the respective Primary Mortgage Insurer
   and/or the respective Pool Insurer and (iv) other interested parties when it
   processes transactions under this Section 11.3.4. The Master Servicer does
   not need to be notified about such a transaction unless the Servicer agrees
   to a release of liability under Section 11.3.4(b).

      Section 11.4 Assumptions

      11.4.1. Assumption Requirements. Any Assumption permitted under this
Agreement shall be performed in accordance with Prudent Servicing Practices. In
connection with an Assumption of an assumable Mortgage Loan, the Servicer shall
process such Assumption as provided for in the Mortgage Note or the Mortgage
Note Assumption Rider and shall verify that:

      (a) no material term of the Mortgage Note (including, but not limited to,
   the Mortgage Interest Rate, the remaining term to maturity, the Gross Margin,
   the Index, the Maximum Lifetime Mortgage Interest Rate, the Minimum Lifetime
   Mortgage Interest Rate, and any Periodic Rate Cap or any Periodic Payment
   Cap) may be changed in connection with such Assumption;

      (b) that the new Borrower qualifies for credit under the Master Servicer's
   criteria and standards for similar loans;

      (c) where applicable, the respective Primary Mortgage Insurer, and/or the
   respective Pool Insurer has in advance approved in writing such Assumption of
   such Mortgage Loan by the new Borrower and such Mortgage Loan will continue
   to be insured by such Primary Mortgage Insurer and/or such Pool Insurer;

      (d) the documents relating to such Assumption (i) create a valid and
   enforceable promise to pay the Unpaid Principal Balance of the related
   Mortgage Loan, together with interest thereon in accordance with the related
   Mortgage Note by the new Borrower and (ii) the related Security Instrument
   continues to evidence a valid and perfected first lien on the related
   Mortgaged Property; and

      (e) such Mortgage Loan will continue to be a valid first priority security
   interest upon the related Mortgaged Property.

      11.4.2. Approval and Release. In connection with an Assumption of an
assumable Mortgage Loan and in accordance with the provisions of the related
Mortgage Loan Documents, upon such verification, (a) the Servicer may approve
such Assumption and (b) only with the prior written approval of, where
applicable, the Primary Mortgage Insurer and/or the Pool Insurer, unless such
approval is precluded by the terms of the Mortgage Loan Documents, release the
previous Borrower from liability.

      11.4.3. Assumption Agreement Provided to Custodian. The Servicer shall
provide to the Custodian the original assumption agreement.

      11.4.4. Assumption Fees. Subject to applicable law or regulation and the
provisions of the related Mortgage Note, the Servicer may charge the Borrower
and retain a reasonable and customary assumption fee. Such fee is receivable
only from the Borrower directly and may not be withdrawn from any of the
custodial accounts maintained hereunder.

      11.4.5. Disclosure Requirement. In connection with an Assumption of an
assumable Mortgage Loan, the Servicer shall make all disclosures required by
applicable law.

      Section 11.5 Partial Releases and Easements

      11.5.1. Prerequisites. The Servicer must take the following actions prior
to permitting the grant of a partial release of a Mortgaged Property from the
lien of the related Security Instrument, easement, consent to substantial
alterations and any other changes affecting the related Mortgage Loan or such
Mortgaged Property:

      (a) where applicable, obtain the respective Primary Mortgage Insurer's
   and/or the respective Pool Insurer's prior written approval;

      (b) if the value of the released property is more than five thousand
   ($5,000) dollars, obtain an acceptable Appraisal Report showing the current
   market value of such Mortgaged Property before and after the release and
   showing individually both the value of the land and of the improvements
   thereon;

      (c) ensure that any and all cash consideration received at least equals
   the current market value of property or rights to be released regarding such
   Mortgaged Property;

      (d) ensure that any and all cash consideration received is applied to the
   Unpaid Principal Balance of such Mortgage Loan to the extent of the
   diminution of the value of such Mortgaged Property;

      (e) cause all legal documents for the transaction to be reviewed;

      (f) ensure that such Mortgaged Property, following such release or change,
   adequately secures the Unpaid Principal Balance of the Mortgage Loan and
   accrued interest thereon and that the related Loan-to-Value ratio will not be
   greater than 80%, after giving effect to clause (d) hereof; and

      (g) obtain written notification from the respective Title Insurer that the
   related Title Insurance policy remains fully in effect with respect to such
   Mortgaged Property, as modified, following such release or change.

      11.5.2. Release or Modification of Lien. With the consent, where
applicable, of the respective Primary Mortgage Insurer, and/or the respective
Pool Insurer, the Servicer may approve applications for partial release of a
Mortgaged Property from the lien of the related Security Instrument, easements,
consent to substantial alterations and any other changes affecting the related
Mortgage Loan or such Mortgaged Property if the perquisites in Section 11.5.1
have been satisfied.

      11.5.3. Master Servicer's Approval. If the Servicer is not able to meet
the prerequisites specified in Section 11.5.1 or if the amount of consideration
received is less than the reduction in the value of the Mortgaged Property due
to the partial release or other changes, the Servicer must obtain the approval
of the Master Servicer prior to permitting an application described in Section
11.5.2. The Servicer shall furnish such information as the Master Servicer shall
request in connection with an application under this Section 11.5.3.

      Section 11.6 Recordation of Assignments

      11.6.1. Recordation Requirement. The Servicer must, at its own expense,
record the Assignment of each Security Instrument (other than with respect to
any Mortgage Loan registered in the name of MERS) to the Trustee or, if
applicable, to the Trust Administrator on behalf of the Trustee, as well as any
previously unrecorded intervening Assignments. In the case of any Mortgage Loan
registered in the name of MERS, the Servicer shall take all actions as are
necessary to cause the Trustee or, if applicable, to the Trust Administrator on
behalf of the Trustee, to be shown as the owner of the related Mortgage Loan on
the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. If any Security Instrument
or Assignment is not recorded within the later to occur of (i) the date 120 days
after the acquisition of the a Mortgage Loan by the Trustee or, if applicable,
the Trust Administrator on behalf of the Trustee, if the Servicer has been
servicing such Mortgage Loan from the Trustee's or, if applicable, the Trust
Administrator's date of acquisition or (ii) the date 120 days after the date the
Servicer began servicing such Mortgage Loan, the Master Servicer shall have the
right to so effect such recordation at the Servicer's expense.

      11.6.2. Extension of Recording Period. The time to record an Assignment of
a Security Instrument may be extended from the end of permissible recordation
period set forth in Section 11.6.1 if the Servicer provides an Officer's
Certificate acceptable to the Master Servicer certifying that the Servicer has
used its best efforts to complete the recordation process for the Security
Instrument and/or Assignment, as applicable, and that the factors preventing
completion of the recordation process are beyond the Servicer's control.

      11.6.3. Delivery Requirement. Promptly following the recordation of any
Security Instrument or an Assignment, the Servicer shall deliver to the
Custodian, unless otherwise directed in writing by the Master Servicer, such
Security Instrument or Assignment bearing evidence of recordation or, if the
original Security Instrument or Assignment is retained by the recording office,
a certified copy of the original recorded Security Instrument or Assignment.

      11.6.4. Waiver of Recordation. The Master Servicer shall generally require
the Servicer to record an Assignment of the Security Instrument for each
Mortgage Loan to the Trustee or, if applicable, to the Trust Administrator on
behalf of the Trustee. However, the recordation requirement with respect to an
Assignment may be waived for a Mortgage Loan if (a) the related Mortgaged
Property is in a state in which recordation of such an Assignment is not
required to protect the Trustee's right, title and interest in and to the
related Mortgage Loan and the Depositor or the Servicer has delivered to the
Master Servicer an Opinion of Counsel, acceptable to the Master Servicer, to
that effect or (b) the Master Servicer has been advised by the Depositor that
the nonrecordation of an Assignment in a state will not result in a reduction of
the rating assigned by each Rating Agency at the time of the initial issuance of
the Wells Fargo Asset Securities Corporation, Mortgage Pass-Through
Certificates, Series 2007-AR5.

      Section 11.7 General Servicing Considerations

      11.7.1. Abandonment. If the Servicer discovers that any Mortgaged Property
is not occupied, the Servicer must immediately attempt to contact the Borrower
in order to determine the reason for the vacancy. If the Servicer determines
that such Mortgaged Property has been abandoned, the Servicer, at its own
expense, must take all necessary actions to protect such Mortgaged Property from
waste, damage and vandalism. Such expenses shall be recoverable by the Servicer
solely from the Liquidation Proceeds of the related Mortgage Loan, if any, or
directly from the Borrower.

      11.7.2. Buydown Funds. The Servicer must distribute any Buydown Funds in
each Custodial Buydown Account in accordance with the terms of the applicable
Buydown Agreement.

      11.7.3. Maintenance of Records. Based upon information obtained pursuant
to its obligations under Section 12.2.6, the Servicer shall maintain accurate
records of the occurrence of any of the following:

      (a) deterioration of, waste of, or lack of repair to, any Mortgaged
   Property, which materially and adversely affects the Value of such Mortgaged
   Property and the Borrower refuses or is not financially able to make the
   necessary repairs;

      (b) sale or transfer of any Mortgaged Property in a manner not approved by
   the Servicer pursuant to the provisions of this Agreement;

      (c) material litigation involving any Mortgaged Property;

      (d) abandonment of any Mortgaged Property;

      (e) a material default, determined in accordance with Prudent Servicing
   Practices, under the terms of any Security Instrument, Mortgage Note,
   Condominium Project or PUD constituent document or similar obligations of a
   Borrower; or

      (f) any other situation that may materially and adversely affect the value
   of any Mortgage Loan.

      11.7.4. Eminent Domain. The Servicer must submit appropriate
recommendations and documentation to, where applicable, the respective Primary
Mortgage Insurer and/or the respective Pool Insurer, of any taking by eminent
domain if:

      (a) the Mortgaged Property will be taken in whole and the consideration to
   be paid to the Borrower will be insufficient to satisfy the Unpaid Principal
   Balance (plus any unreimbursed Advances) of the related Mortgage Loan, or

      (b) the Mortgaged Property will be taken in part and (i) the ratio of the
   (A) Unpaid Principal Balance (plus any unreimbursed Advances) of the Mortgage
   Loan to (B) the Current Value of the remaining Mortgaged Property is higher
   than (ii) the LTV ratio of the Mortgage Loan immediately before the taking,
   even after applying any consideration to the Unpaid Principal Balance of the
   Mortgage Loan.

   The Servicer must take all steps necessary to prevent loss of any Primary
   Mortgage Insurance or Pool Insurance benefits due to any taking by eminent
   domain.

      11.7.5. Late Charges. Late charges may not be assessed unless a Borrower
failed to make payments in accordance with the Mortgage Note.

      Section 11.8 Borrower Bankruptcy

      11.8.1. Servicer's Duty. The Servicer shall be responsible for
representing the interests of the Trustee in any bankruptcy proceedings
involving a Borrower.

      11.8.2. Responsibility for Costs. The costs of protecting the interests of
the Trustee shall be advanced by the Servicer and are not (a) chargeable to the
related Borrower's Escrow Funds or (b) reimbursable from the Master Servicer.

      11.8.3. Challenge Bankruptcy Reductions. If the bankruptcy judge or
trustee should propose to (a) reduce the Unpaid Principal Balance of a Mortgage
Note, (b) reduce the related Mortgage Interest Rate, (c) extend the final
maturity of such Mortgage Note, or (d) reduce the level of any monthly payment
on such Mortgage Note, the Servicer shall (i) challenge any such modification on
a timely basis and (ii) exercise reasonable judgment to protect the interests of
the Trustee.

      11.8.4. Bankruptcy Adjustments. If the action of any court results in a
Deficient Valuation or Debt Service Reduction, the Servicer shall provide a
calculation of the effects of such modification notifying the Master Servicer of
the new principal balance, Mortgage Interest Rate, new final maturity, or
monthly payment level, as the case may be, of such Mortgage Loan.

      11.8.5. Bankruptcy Plan Surveillance. With respect to each Mortgage Loan
which is the subject of a Deficient Valuation or a Debt Service Reduction, the
Servicer shall verify that payments are being made in accordance with the plan
approved in the related bankruptcy proceedings.

<PAGE>

                                   ARTICLE 12

                             Delinquency Management

      Section 12.1 In General

      12.1.1. Servicing Practices. The provisions set forth in this Article
constitute the minimum guidelines and procedures for servicing Delinquent
Mortgage Loans. The Servicer must use collection procedures which meet or exceed
these guidelines. The Servicer's procedures must be sufficient for promptly
dealing with delinquencies. The Master Servicer retains the right to require the
Servicer to perform additional collection procedures which the Master Servicer
deems, in its reasonable discretion, necessary to realize the objectives set
forth herein or otherwise to protect the interests of the Trustee.

      12.1.2. Servicer's Capabilities. The Servicer's collection staff must be
sufficiently skilled in financial counseling and mortgage servicing techniques
to assist a Borrower to bring his Mortgage Loan current and to protect his
equity and credit rating, while at the same time protecting the interests of the
Trustee and of the Master Servicer.

      12.1.3. Servicing Objectives. The purpose of any collection effort is to
cure a Delinquency in the shortest possible time. The Servicer should treat each
Delinquency individually. Discussions with the Borrower must cover the cause of
such Delinquency and the time frame in which such Delinquency shall be cured.
The Servicer should use notices, letters, telegrams, telephone calls,
face-to-face contact and other responsible collection techniques consistent with
Prudent Servicing Practices. The Servicer is required to maintain all collection
records. The Servicer must vary its collection techniques to fit individual
circumstances, avoiding a fixed collection pattern which may be ineffective in
dealing with particular Borrowers. The Servicer should recognize the importance
of telephone and face-to-face contact in any collection program. As part of its
collection procedures, the Servicer shall closely monitor all newly originated
Mortgage Loans.

      12.1.4. Servicer's Expenses. Unless otherwise specified, the cost of any
of the servicing procedures detailed in this Agreement shall be borne solely by
the Servicer. The Servicer may not charge such expenses against the Borrower's
Escrow Funds. The foregoing shall not preclude the Servicer from recovering such
expenses from the Borrower to the extent permitted by applicable law and the
related Mortgage Loan Documents.

      Section 12.2 Delinquency Servicing Procedures

      12.2.1. Late Notice. A late notice shall be mailed by the Servicer to the
Borrower by the 18th day of such Delinquency.

      12.2.2. Telephonic Inquiry. The Servicer shall use best efforts to make
telephone contact with the Borrower by the 22nd day of such Delinquency.

      12.2.3. Notice of Default. Notification of default of such Mortgage Loan
shall be mailed by the Servicer to the Borrower by the 35th day of such
Delinquency.

      12.2.4. Borrower Interview. The Servicer shall comply with applicable FNMA
and FHLMC requirements with regard to Borrower interviews.

      12.2.5. Continuing Contacts. If satisfactory arrangements have not been
made to cure such Delinquency by the 90th day, the Servicer must continue to
contact the Borrower until either the related Mortgage Loan has been brought
current or the Servicer has made the decision to commence foreclosure of such
Mortgaged Property or other action.

      12.2.6. Property Inspection. The Servicer is required to inspect each
Delinquent Mortgaged Property at such time and in such manner as is in
accordance with Prudent Servicing Practices. The Servicer must prepare a
Property Inspection Report following each inspection. All Property Inspection
Reports must be retained by the Servicer and copies thereof must be forwarded to
the Master Servicer promptly upon request. All expenses related to the foregoing
shall be recoverable by the Servicer from the Principal or from Liquidation
Proceeds, Insurance Proceeds, payments on the related Mortgage Loan or any other
source relating to the related Mortgage Loan or the related Mortgaged Property.
The foregoing shall not preclude the Servicer from recovering such expenses from
the Borrower to the extent permitted by applicable law and the related Mortgage
Loan Documents.

      Section 12.3 Relief of Borrowers

      12.3.1. Servicer's Role. The Servicer shall be readily available to
Borrowers to offer skilled financial counsel and advice and shall make personal
contact with delinquent Borrowers as often as possible to achieve a solution
that will bring the Mortgage Loan current as soon as possible. The Servicer
shall be fully familiar with the form of relief to Borrowers provided for herein
and shall employ such relief.

      12.3.2. Servicer's Discretion. The Servicer shall have reasonable
discretion to extend appropriate relief to Borrowers who encounter hardship and
who are cooperative and demonstrate proper regard for their obligations.
However, no such relief shall be granted to any Borrower under a Mortgage Loan
unless the Servicer reasonably believes that there is a reasonable expectation
that such Borrower shall bring his Mortgage Loan current within a period
conforming to acceptable servicing practices; provided that such period will not
exceed 21 months from the Due Date of the earliest unpaid installment and will
not result in a "significant modification" of the Mortgage Loan under the REMIC
Provisions.

      12.3.3. Relief Requirement. Prior to granting relief with respect to a
delinquent Mortgage Loan as herein provided, the Servicer shall ascertain that
(i) the reasons for the default and (ii) the attitude and circumstances of such
Borrower justify the relief to be granted.

      12.3.4. Primary Mortgage Insurance Considerations. Where applicable, the
Servicer shall satisfy all requirements under the applicable Primary Mortgage
Insurance policy regarding the relief granted with respect to a delinquent
Mortgage Loan.

      12.3.5. Responsibility for Costs. The Servicer is responsible for
collection from such Borrower of any recording or similar costs or expenses
incidental to the granting of relief with respect to a delinquent Mortgage Loan.

      12.3.6. Forbearance Plan. (a) Where relief is appropriate, the Servicer
shall arrange with a Borrower a "Forbearance Plan" giving such Borrower a
definite period in which to reinstate his Mortgage Loan by immediately
commencing payments in excess of the regular Monthly Payments. Without the prior
written consent of the Master Servicer, special forbearance relief agreements
reducing or suspending the regular Monthly Payment of the related Mortgage Loan
for a specified period of time are not permitted. To the extent that (i) the
priority of the lien represented by such Mortgage Loan remains in effect and is
not adversely affected, (ii) where applicable, the related Primary Mortgage
Insurance policy remains in full force and effect and (iii) where applicable,
the related Pool Insurance policy remains in full force and effect, the
Servicer, in its discretion, may enter into a Forbearance Plan that provides
that the total amount owed during such Delinquency, including costs and
expenses, will be repaid within the shortest period practicable, commencing
immediately. With respect to such Mortgage Loan, the Forbearance Plan shall
provide that such Delinquency will be cured within a period conforming to
acceptable servicing practices; provided that such period will not exceed 21
months from the Due Date of the earliest unpaid installment and will not result
in a "significant modification" of the Mortgage Loan under the REMIC Provisions.
The Forbearance Plan for such Mortgage Loan shall be set forth in writing and
executed by the Borrower and by the Servicer in the form of a letter agreement
if the earliest unpaid installment is more than 60 days past due.

      (b) The Servicer may modify the payment terms of Mortgage Loans that are
   in default, or as to which default is reasonably foreseeable; provided that
   no such modification shall reduce the Unpaid Principal Balance of such
   Mortgage Loan or permanently reduce the Mortgage Interest Rate of such
   Mortgage Loan; and provided further that prior to entering into any such
   modification the Servicer and the Master Servicer shall determine that such
   modification is likely to increase the proceeds of such Mortgage Loan over
   the amount expected to be collected pursuant to a foreclosure or other
   similar procedure. Nothing in this Section 12.3.6(b) shall be construed to
   limit the ability of the Servicer to arrange for the sale of a Mortgaged
   Property pursuant to Section 13.3.3.

      12.3.7. Accommodation Limitations. No modification, recast, extension, or
capitalization of delinquent payments of a Mortgage Loan other than as provided
in Section 12.3.6 hereof shall be permitted with respect to a Mortgage Loan.

      12.3.8. Pool Insurance Considerations. Where applicable, the Servicer
shall satisfy all requirements under the applicable Pool Insurance policy
regarding the relief granted with respect to a delinquent Mortgage Loan,
including, without limitation, securing the prior written consent of the
respective Pool Insurer regarding (a) any change in any term of such Mortgage
Loan, (b) the release of the related Borrower from any liability related to such
Mortgage Loan, or (c) the release of any portion of, or interest in, the
Mortgaged Property from the lien of the related Security Instrument.

      Section 12.4 Special Delinquency Servicing Considerations

      12.4.1. Advance Responsibility During Delinquency. In the event of a
Delinquency with respect to a Mortgage Loan, the Servicer agrees to advance from
its own funds the full amount of Monthly Payments (which may be net of the
related Servicing Fee) for such Mortgage Loan. These advances shall provide the
Trustee with a regular flow of funds on such delinquent Mortgage Loan. The
advance obligation stated above is in addition to any other advance obligations
which the Servicer has pursuant to the provisions of this Agreement. The
Servicer must still advance funds in accordance with the provisions of this
Agreement even if a forbearance has been granted.

      12.4.2. Primary Mortgage Insurance Compliance. Where applicable, the
Servicer shall be familiar with and shall satisfy all requirements of the
applicable Primary Mortgage Insurance policy with respect to a delinquent
Borrower. The Servicer shall have adequate controls to assure timely filing of
all notices to the appropriate Primary Mortgage Insurer. The Servicer shall
prepare and file all appropriate claims with respect to the applicable Primary
Mortgage Insurance policy and the Servicer shall prepare and, upon request,
deliver to the Master Servicer, copies of all claims forms and other papers
received from or presented to any Primary Mortgage Insurer in connection with
any claims presented under any such policy.

      12.4.3. Pool Insurance Compliance. Where applicable, the Servicer shall be
familiar with and shall satisfy all requirements of the applicable Pool
Insurance policy with respect to a delinquent Borrower. The Servicer shall have
adequate controls to assure timely filing of all notices to the appropriate Pool
Insurer. Copies of all such notices shall be sent to the Master Servicer upon
request. The Servicer shall prepare and file all appropriate claims with respect
to the applicable Pool Insurance policy and the Servicer shall prepare and, upon
request, deliver to the Master Servicer, copies of all claims forms and other
papers received from or presented to any Pool Insurer in connection with any
claims presented under any such policy.

<PAGE>

                                   ARTICLE 13

                           Foreclosure Administration

      Section 13.1 Foreclosure Prerequisites

      13.1.1. Foreclosure/Alternative to Foreclosure Initiation. (a) When a
Borrower reaches the 90th day of Delinquency and the Servicer has exhausted all
reasonable means of curing the Delinquency, the Servicer shall either begin the
foreclosure process or suggest an alternative to foreclosure in accordance with
Prudent Servicing Practices. In conjunction with the Servicer's decision to
begin the foreclosure action or seek an alternative to foreclosure, the Servicer
shall provide written notice to, where applicable, the respective Primary
Mortgage Insurer and/or the respective Pool Insurer no later than ten days after
the initiation of foreclosure proceedings or the alternative to foreclosure.
Notwithstanding anything to the contrary in this Section 13.1.1, the Master
Servicer may direct the Servicer to stop the foreclosure action or to modify any
alternative to foreclosure. The Servicer shall prepare all necessary
documentation to initiate the foreclosure proceedings.

      (a) Notwithstanding anything to the contrary in this Section 13.1, if the
   Master Servicer has entered into a special servicing agreement pursuant to
   Section 3.08 of the Pooling and Servicing Agreement, the Master Servicer may
   direct the Servicer to commence foreclosure proceedings as contemplated by
   such special servicing agreement.

      13.1.2. Foreclosure Expenses. All fees and expenses shall be consistent
with FNMA standards and, where applicable, shall not exceed those permitted
under the respective Pool Insurance policy and/or the respective Primary
Mortgage Insurance policy. Fees in excess of the amount permitted by FNMA
guidelines or extraordinary legal services must be approved in writing in
advance, where applicable, by the respective Primary Mortgage Insurer or the
respective Pool Insurer, as the case may be, if required by the applicable
policy. All attorneys' fees, and other costs in excess of FNMA's standards in
respect of any foreclosure or acquisition in lieu of foreclosure shall be
identified in advance and a detailed estimate of the amounts thereof shall be
set forth in the Servicer's written recommendation. The billing by a foreclosure
attorney must demonstrate the appropriateness of any extraordinary fees by the
services required. In cases of full or partial reinstatement of the related
Mortgage Loan, the fees shall be reasonable and in proportion to the authorized
fee for services rendered for a completed foreclosure. Unless otherwise
expressly agreed in writing, neither the Master Servicer, any of its Affiliates,
their respective officers, directors, employees, agents, successors or assigns,
the Trustee nor, if applicable, the Trust Administrator shall be liable for any
attorneys' fees, trustees' fees, witness fees, title search fees, court costs or
other expenses incurred by the Servicer in respect of any foreclosure or
acquisition in lieu of foreclosure, except to the extent that such fees, costs
and expenses are fully reimbursable under a Primary Mortgage Insurance policy
and in fact are reimbursed.

      13.1.3. Hazardous Wastes. In the event that the Mortgaged Property,
related to a Mortgage Loan which is being considered for liquidation by
foreclosure or the transfer of a deed-in-lieu of foreclosure, contains, and the
Servicer has reason to believe that it contains, hazardous or regulated
substances which may impose liability, for damages, remediation or otherwise,
upon the owner of such Mortgaged Property pursuant to Federal, State or local
law, the Servicer shall not, except with the express prior written approval of
the Master Servicer, which approval makes specific reference to the presence of
such hazardous or regulated substances, undertake or continue the process of
foreclosure with respect to such Mortgaged Property.

      Section 13.2 Deed-in-Lieu of Foreclosure

      13.2.1. Conditions. If the Master Servicer and the respective Primary
Mortgage Insurer and/or the respective Pool Insurer, if applicable, have
approved the liquidation of a Mortgage Loan by accepting a deed-in-lieu of
foreclosure of the related Mortgaged Property, the Servicer may accept such deed
without any further action or approval by the Master Servicer or, where
applicable, the respective Primary Mortgage Insurer and/or the respective Pool
Insurer, provided that:

      (a) the Servicer determines that the pursuit of a deficiency judgment is
   not practical or warranted;

      (b) the Mortgaged Property has been listed for sale at a market value for
   three months or more without a reasonable sales offer;

      (c) there reasonably appear to be legal impediments to pursuing
   foreclosure;

      (d) the acceptance of the deed-in-lieu of foreclosure will enable the
   Trustee to acquire the Mortgaged Property earlier than under a foreclosure
   action;

      (e) the Borrower acknowledges in writing that the deed is being accepted
   as an accommodation to him or her;

      (f) where applicable, the respective Primary Mortgage Insurer and/or the
   respective Pool Insurer has agreed to the acceptance of a deed-in-lieu;

      (g) the Borrower has not received cash consideration to deed the Mortgaged
   Property over to the Trustee, unless the Master Servicer otherwise approves;

      (h) the Borrower can convey acceptable marketable title, evidenced by a
   Title Insurance policy;

      (i) the Mortgaged Property is vacant (unless, where applicable, the
   respective Primary Mortgage Insurer and/or the respective Pool Insurer has
   agreed to accept an occupied property);

      (j) the Mortgaged Property is not subject to liens (held by others),
   judgments, or attachments; and

      (k) the Borrower agrees to assign and transfer to the benefit of the
   Trustee, where applicable, any rents if the Mortgaged Property is rented, and
   the Servicer agrees to collect any rental income.

      13.2.2. Subsequent Actions. Upon acquisition by the Trustee, the Servicer
shall promptly notify, if applicable, the respective Primary Mortgage Insurer
and/or the respective Pool Insurer, indicating the details of the transaction
and reasons for the conveyance and providing such other information as is
required under a Primary Inspection Report to, if applicable, the Primary
Mortgage Insurer and/or the Pool Insurer. Title shall be conveyed directly from
the Borrower to the Trustee or to such other Person designated by the Master
Servicer.

      Section 13.3 Actions Prior to Foreclosure

      13.3.1. Notice Requirements. The Servicer shall send the Borrower a
letter, not less than 30 days before the commencement of foreclosure
proceedings, setting out (i) the nature of the default, (ii) the steps that must
be taken by the Borrower to cure the default and (iii) the date when foreclosure
proceedings will begin. If the Servicer has reason to believe that the related
Mortgaged Property has been abandoned or if the Borrower has displayed an
obvious disregard for his obligations under such Mortgage Loan, the foregoing
notice shall be forwarded at the earliest possible date following the Borrower's
default.

      13.3.2. Initiation of Proceedings. If foreclosure approval has not been
withheld by the Master Servicer and, where applicable, by the respective Primary
Mortgage Insurer and/or the respective Pool Insurer, with respect to a Mortgaged
Property, including Co-op Shares, the Servicer shall, unless it arranges for the
sale by the Borrower of the Mortgaged Property to a third party pursuant to
Section 13.3.3, initiate or cause to be initiated such foreclosure actions as
are authorized by law and consistent with practices in the locality where the
Mortgaged Property is located, including, in the case where such Mortgaged
Property includes a residential long-term lease, the succession by the Servicer
to the rights of the Borrower under the lease by foreclosure, assignment in lieu
of foreclosure or other comparable means. If such Mortgaged Property has been
abandoned or vacated by the Borrower and the Borrower has evidenced no intention
of honoring his obligations under the related Mortgage Loan, the foreclosure
process shall be expedited to the fullest extent permitted by law.

      13.3.3. Short Sale of Defaulted Mortgage Loans in Lieu of Foreclosure.
With respect to any defaulted Mortgage Loan for which the Servicer would
otherwise be required to initiate foreclosure proceedings, the Servicer may
arrange for the sale of the Mortgaged Property by the Borrower to a third party
if, in the good faith judgment of the Servicer, the net proceeds from such sale
would be equal to or greater than the net proceeds of a bid conducted in
accordance with Section 13.4.2.

      Section 13.4 Foreclosure Procedures

      13.4.1. Foreclosure Expenses. During the period in which the Mortgaged
Property related to a Mortgage Loan is being foreclosed, remaining Escrow Funds,
if any, as well as any rent receipts, shall be used to pay all taxes and
insurance premiums that become due with respect to such Mortgaged Property to
the extent permitted by law. Except where other arrangements have been made with
the applicable Primary Mortgage Insurer, the Servicer shall, with respect to
each Mortgaged Property undergoing foreclosure, advance payment of attorneys'
fees, trustees' fees and other foreclosure costs from the commencement of
foreclosure proceedings pertaining to such Mortgaged Property.

      13.4.2. Bidding Instructions.. The Servicer shall issue bidding
instructions to the attorney or trustee in a foreclosure proceeding in
accordance with Prudent Servicing Practices. Where applicable, the Servicer
shall incorporate any bidding requirements issued by the respective Primary
Mortgage Insurer and/or the respective Pool Insurer. Any proceeds received from
an insurance loss settlement shall be included as part of the bid amount. Where
a claim or claim settlement under a Hazard Insurance or Flood Insurance policy
is pending, the Servicer shall contact the Hazard Insurance or Flood Insurance
carrier to verify that the proposed bid will not invalidate the claim, in that,
in certain jurisdictions, a bid for the total indebtedness will be considered as
satisfaction of the debt and would thus bar the Hazard Insurance or Flood
Insurance claim.

      13.4.3. Buydown Funds Use. Unless the related Buydown Agreement provides
otherwise, the Servicer may not use Buydown Funds relating to a Mortgage Loan to
cure a Delinquency with respect to such Mortgage Loan. Any Buydown Funds
remaining in the associated Custodial Buydown Account of a Mortgage Loan in
foreclosure must be disposed of in accordance with the terms of the related
Buydown Agreement.

      13.4.4. Servicer's Responsibilities. Subject to the provisions of Article
Three hereof, after acquisition of a Mortgaged Property, through foreclosure or
a deed-in-lieu of foreclosure, or after the Servicer shall have taken possession
of the Mortgaged Property, whichever occurs first, the Servicer shall be
responsible for the management of such Mortgaged Property. The Servicer shall
remain responsible until possession has been assumed by the applicable Primary
Mortgage Insurer or the applicable Pool Insurer or until such Mortgaged Property
are otherwise disposed of, as the case may be. The Servicer shall take such
action as is necessary to protect the Trustee's security or, after acquisition
thereof, ownership interest in such Mortgaged Property. Such action shall
include, without limitation, (i) management of such Mortgaged Property, (ii)
maintenance of such Mortgaged Property and (iii) if such Mortgaged Property are
vacant, protection of such Mortgaged Property against vandals and the elements.

      13.4.5. Conveyance Documents. Where applicable, any conveyance by the
Servicer to the respective Primary Mortgage Insurer or the respective Pool
Insurer of a Mortgaged Property shall be made by the form of deed commonly used
in the particular jurisdiction where such Mortgaged Property is located. The
Servicer shall prepare the necessary documents within two weeks after the date
of sale at foreclosure or confirmation of sale, if applicable, or within a
reasonable time frame. The documents shall be forwarded to the Trustee for
approval and execution. After execution by the Trustee, such documents will be
returned to the Servicer for delivery to the respective Primary Mortgage Insurer
or the respective Pool Insurer which is acquiring such Mortgaged Property.

      Section 13.5 Mortgage Loan Reinstatement

      13.5.1. Borrower's Full Payment. If a Borrower offers to fully reinstate
his Mortgage Loan during the foreclosure process, the Servicer shall accept the
offer. To achieve full reinstatement of his Mortgage Loan, a Borrower shall make
payment of all (i) payments due to bring such Mortgage Loan current, (ii)
attorneys' fees, (iii) trustees' fees, (iv) any additional legal costs, (v) all
applicable late fees and (vi) any other expenditures or Advances made by the
Servicer during the foreclosure process.

      13.5.2. Borrower's Partial Payment. Except where otherwise required by
applicable law, the Servicer may not accept an amount in payment from a Borrower
which is less than the amount required for full reinstatement pursuant to
Section 13.5.1 hereof toward reinstatement of a Mortgage Loan during the
foreclosure process without the prior written approval from, if applicable, the
respective Primary Mortgage Insurer and/or the respective Pool Insurer.

      13.5.3. Obligations upon Reinstatement. Upon accepting the reinstatement
of a Mortgage Loan, the Servicer shall immediately contact the appropriate
foreclosure attorney or trustee to avoid incurring additional legal costs or
fees. The Servicer must apply the reinstatement Funds upon receipt from a
Borrower in payment of the expenses enumerated in Section 13.5.1 hereof. Upon
receipt of the reinstatement funds from a Borrower the Servicer must return to
the Custodian the related Mortgage Note and other related Mortgage Loan
Documents for reinclusion in the related Mortgage Loan File.

      13.5.4. Certain Assumptions Permitted. The Servicer is authorized,
notwithstanding the other provisions of this Article 13, to permit the
assumption of a defaulted Mortgage Loan rather than to foreclose or accept a
deed-in-lieu of foreclosure if, in the Servicer's judgment, the default is
unlikely to be cured and the assuming borrower meets the underwriting guidelines
that originally applied to such Mortgage Loan.

<PAGE>

                                   ARTICLE 14

                               REO Administration

      Section 14.1 General Provisions

      14.1.1. REO Action Plan. With regard to each REO which is acquired, the
Servicer shall prepare a plan of action within 30 Business Days after the date
on which the Trustee acquires marketable title to such REO. Each plan of action
shall set forth (i) a recommendation for the most effective manner to dispose of
the REO, based on a current appraisal report, a broker's price opinion and a
market analysis; (ii) the steps to be taken by the Servicer to secure such REO;
and (iii) an estimate of the amount of time that is required to dispose of such
REO. The Servicer shall promptly submit copies of each plan of action to the
Master Servicer and, where applicable, to the respective Primary Mortgage
Insurer, and/or the respective Pool Insurer. The Servicer shall implement each
plan of action in an expeditious manner. The Servicer shall maintain monthly
progress reports with regard to each plan of action detailing the status of the
related REO and the progress achieved in implementing the plan of action.

      Section 14.2 REO Servicing

      14.2.1. REO Servicing Requirements. The Servicer shall service each REO
from its acquisition through its disposition and shall ensure that all funds
received with respect to such REO are deposited to the appropriate Custodial P&I
Account for remittance to the Trustee, unless the Master Servicer has relieved
the Servicer of these responsibilities by written notification.

      14.2.2. Servicer's Responsibilities. In addition to any other obligations
set forth herein, upon acquisition of each REO, the Servicer shall be
responsible for:

      (a) managing, maintaining, securing and, where applicable, renting such
   REO until it is conveyed or sold;

      (b) inspecting such REO at least once every 30 days and promptly sending
   the Master Servicer an updated Property Inspection Report upon request;

      (c) paying all taxes, insurance, maintenance, management and foreclosure
   costs relating to such REO;

      (d) submitting recommendations for listing and soliciting offers on such
   REO;

      (e) marketing such REO;

      (f) completing the sale of such REO;

      (g) depositing sales proceeds relating to such REO into the appropriate
   Custodial P&I Account for remittance to the Trustee;

      (h) where applicable, satisfying all of the Primary Mortgage Insurer's
   procedural requirements and filing all required forms and claims;

      (i) where applicable, depositing Primary Mortgage Insurance or Pool
   Insurance proceeds relating to such REO into the applicable Custodial P&I
   Account for remittance to the Trustee; and

      (j) processing the conveyance of such REO to the Primary Mortgage Insurer,
   where applicable.

      14.2.3. [Reserved].

      Section 14.3 REO Records and Reports

      14.3.1. Records Retention. The Servicer shall retain in its files copies
of all documents, reports and invoices described in this Section.

      14.3.2. Evidence of Title. Evidence that title to a REO is held by the
Trustee shall be submitted by the Servicer to the Master Servicer and, if
applicable, to the Primary Mortgage Insurer and/or the Pool Insurer, within ten
Business Days after marketable title to such REO has been acquired.

      14.3.3. REO Expenses. At the request of the Master Servicer, Primary
Mortgage Insurer and/or the Pool Insurer, the Servicer shall send a report
listing all expenses in administering each REO. The Servicer shall retain such
invoices in its records and shall, by request, (i) produce any such invoices for
inspection or (ii) at its own expense, provide copies of any such invoices to
the Master Servicer and, if applicable, to the Primary Mortgage Insurer and/or
the Pool Insurer, as directed. The foregoing expense invoices shall include,
without limitation, the following:

      (a) insurance premiums;

      (b) real estate tax bills;

      (c) special assessments;

      (d) owners' association dues; and

      (e) utility bills.

      14.3.4. REO Documents. Upon request, the Servicer shall send copies to the
Master Servicer and, where applicable, to the respective Primary Mortgage
Insurer and/or the respective Pool Insurer, of the following documents relating
to each REO:

      (a) any forced placed Hazard Insurance policy or Flood Insurance policy,
   if applicable;

      (b) any maintenance contracts;

      (c) any contractor bids relating to the rehabilitation of such REO
   pursuant to Section 14.5.3 hereof;

      (d) an updated Title Insurance policy which reflects the occurrence of
   foreclosure; and

      (e) plat map or house location survey, if already available.

      Section 14.4 REO Marketing

      14.4.1. REO Marketing Efforts. The Servicer shall begin efforts to market
a REO as soon as marketable title is acquired by the Trustee.

      14.4.2. REO Sales. (a) The Servicer shall obtain the best market price for
a REO for the Trustee while disposing of such REO in a timely and efficient
manner. The Servicer, acting on behalf of the Trustee, shall dispose or
cooperate with the Trustee in disposing of such REO prior to the close of the
third calendar year following the year of its acquisition by the Trustee (the
"REO Disposition Period") or, if an extension has been obtained from the
Internal Revenue Service pursuant to Section 14.4.2(b), within such period. If
the Servicer is otherwise unable to sell such REO, the Servicer shall before the
end of the REO Disposition Period or, if an extension has been obtained from the
Internal Revenue Service pursuant to Section 14.4.2(b), before the end of such
period, following the acquisition of such REO, auction such REO to the highest
bidder in an auction reasonably designed to bring a fair price. The Servicer is
eligible to bid in such an auction.

      (a) The Servicer may apply to the Internal Revenue Service, in the manner
   contemplated by Code Section 856(e)(3), for an extension of the REO
   Disposition Period with respect to an REO.

      14.4.3. Primary Mortgage Insurance Considerations. The Servicer must
ensure that any action taken with respect to the sale of a REO does not
jeopardize the maximum benefits available under the related Primary Mortgage
Insurance Policy, if any, with respect to the related Mortgage Loan. The
Servicer must inform the related Primary Mortgage Insurer of any listing
agreements or purchase offers that are received before the related Primary
Mortgage Insurer has finalized the disposition of the claim.

      14.4.4. Master Servicer Instructions. Where the Servicer receives
instructions from the Master Servicer regarding the marketing and sale of a REO,
either with respect to a specific property or generally, such instructions shall
govern the Servicer's actions, notwithstanding any provision herein.

      14.4.5. Pool Insurance Considerations. The Servicer must ensure that any
action taken with respect to the sale of a REO does not jeopardize the maximum
benefits available under the related Pool Insurance Policy, if any, with respect
to the related Mortgage Loan. The Servicer must inform the related Pool Insurer
of any listing agreements or purchase offers that are received before the
Primary Mortgage Insurer has finalized the disposition of the claim.

      Section 14.5 REO Rehabilitation

      14.5.1. REO Rehabilitation Requirement. Unless the Master Servicer shall
otherwise direct, and subject to Section 3.2.2(ii) and Section 17.6.2, the
Servicer must ensure that any rehabilitation work (which shall not include the
cleaning of a recently acquired REO property) to any REO which is necessary to
restore such REO to a marketable condition is performed and that such work is
performed in a professional and workmanlike manner.

      14.5.2. [Reserved].

      14.5.3. Written Contractor Bids. The Servicer shall solicit detailed
written bids from independent contractors when the value of a contract for
rehabilitation of a REO exceeds five hundred dollars ($500.00) (which shall not
include the cleaning of a recently acquired REO property). Where the value of a
contract exceeds five thousand dollars ($5,000.00) (which shall not include the
cleaning of a recently acquired REO property), the Servicer shall receive bids
from a minimum of two independent and unrelated contractors and, upon request,
forward copies of such bids to the Master Servicer. Where the value of a
contract exceeds fifty thousand dollars ($50,000.00) (which shall not include
the cleaning of a recently acquired REO property), the Servicer shall receive
bids from a minimum of three independent and unrelated contractors and, upon
request, forward copies of such bids to the Master Servicer.

      14.5.4. Primary Mortgage Insurance Considerations. If a Mortgaged Property
which has become a REO and the related Mortgage Loan is covered by a policy of
Primary Mortgage Insurance, the Servicer shall notify the related Primary
Mortgage Insurer of such rehabilitation plans before the completion of the
Primary Mortgage Insurance claim to ensure reimbursement from the Primary
Mortgage Insurer. If the related Primary Mortgage Insurer elects not to
reimburse all rehabilitation expenses, work should be postponed until after
final disposition of the Primary Mortgage Insurance claim.

      Section 14.6 REO Administration Failure.

      14.6.1. Servicer Removal. The Master Servicer may in its reasonable
discretion, in the event that the Servicer's actions or omissions result in
damage to any REO or a failure to sell any REO property within a reasonable
time, the Master Servicer may remove the servicing of such REO from the Servicer
and assume responsibility for management, control, maintenance, security,
rehabilitation and disposition of such REO.

      14.6.2. Servicer's Continuing Obligations. In the event that the Servicer
is removed from servicing a REO by virtue of the provisions of Section 14.6.1,
the Servicer, as to such REO, shall nevertheless remain responsible to (a) pay
when due all insurance premiums, property taxes and assessments; (b) file when
due all claims for Primary Mortgage Insurance, Pool Insurance, Hazard Insurance
and, if applicable, Flood Insurance benefits; and (c) fulfill any other related
responsibilities required by the Master Servicer.

      14.6.3. Servicer's Duty to Compensate. Whether or not a Servicer is
removed from servicing with respect to a particular REO, the Servicer must
compensate the Master Servicer for any damages caused as a result of the
Servicer's breach of its obligation to service efficiently each REO. The
Servicer acknowledges that any damages suffered as a result of the Servicer's
inefficiency in managing a REO may not be quantified in advance of the Master
Servicer assuming responsibility for such REO.

<PAGE>

                                   ARTICLE 15

                         Insurance and Letter of Credit

      Section 15.1 General Provisions

      15.1.1. Insurance Requirements.

      The Servicer must verify that each Mortgage Loan has the insurance
coverage required pursuant to Article 15 and 16. All claims arising under
Insurance Policies maintained hereunder must be settled or otherwise disposed of
by the Servicer, and all such Insurance Policies must be maintained, including,
without limitation, the payment of premiums on a timely basis, by the Servicer
at no expense to the Trustee, the Trust Administrator (if applicable) or the
Master Servicer.

      If the Insurance Proceeds paid in respect of any Mortgage Loan are not
used to repair the related Mortgaged Property due to the particular
circumstances of the loss, and instead such Insurance Proceeds are applied to
reduce the Unpaid Principal Balance of such Mortgage Loan and such application
causes the Unpaid Principal Balance of such Mortgage Loan to reduce to zero, the
Servicer must treat the application of such proceeds as a Liquidation, and
notify the Master Servicer of such Liquidation.

      15.1.2. Uninsured Losses. The Servicer must take the following actions in
the event of loss or damage to any Mortgaged Property caused by an earthquake,
flood, tornado or other natural disaster immediately following, the earlier to
occur of (x) its notification or discovery of such loss or damage or (y) the
time at which the Servicer reasonably should have known of such loss or damage
in the exercise of Prudent Servicing Practices:

      (a) determine the extent of the losses or damages;

      (b) secure any abandoned Mortgaged Property from vandalism and the
   elements;

      (c) communicate with and counsel the respective Borrower on any disaster
   relief programs or other assistance which is available; and

      (d) take appropriate action to protect the interests of the Trustee and
   the respective Borrower.

      15.1.3. Servicer's Obligation to Maintain Insurance. If the Servicer
discovers that a Borrower does not have adequate insurance coverage as required
pursuant to the provisions of this Article, the Servicer must obtain and
maintain at its own expense the required insurance coverage on the related
Mortgaged Property. The Servicer may, in its discretion, cause the required
coverage to be maintained through a blanket insurance policy. Such expenses
shall not be recoverable by the Servicer from the Master Servicer or from
payments on the Mortgage Loan or any other source relating to the related
Mortgage Loan or the related Mortgaged Property, other than from Liquidation
Proceeds or Insurance Proceeds from the related Mortgage Loan. To the extent
permitted by applicable law and the related Mortgage Loan Documents, the
Servicer may initiate forced placed coverage with respect to such Mortgaged
Property and thereafter attempt to recover such expenses from the related
Borrower.

      15.1.4. Insurance Notices. The Servicer must arrange for all insurance
drafts, notices, policies, invoices, or other correspondence to be delivered
directly to the Servicer. The Servicer, its successors and assigns must be named
as the Mortgagee, the endorsement must show the Servicer's address as shown in
the following example:

      Wells Fargo Bank, N.A.
      7001 Westown Parkway
      West Des Moines, Iowa 50266

      15.1.5. Default by Insurer. If the Servicer knows or has reasonable cause
to suspect that an insurer under any applicable insurance policy required
pursuant to the provisions of this Article will, for any reason, be unable to
pay a valid claim, the Servicer shall immediately (i) find a substitute insurer
and (ii) pay any premiums to the insurer. In any case, the Servicer shall not be
liable in any way for the financial inability of any insurer under any insurance
policy required herein to pay a valid claim so long as the provisions of Article
15 and 16 hereof are complied with.

      15.1.6. Insurance Carrier Rating. Each Insurance Policy must be
underwritten by an insurance carrier that is a FNMA or FHLMC approved Mortgage
Insurer.

      15.1.7. Insurance Carrier Licenses. Each insurance carrier must be
licensed or otherwise authorized by law to conduct business in each state in
which a related Mortgaged Property is located.

      15.1.8. Risk Exposure. If any Mortgaged Property is exposed to hazards not
fully covered by Hazard Insurance or Flood Insurance, the Servicer must notify
the Master Servicer immediately with a recommendation for additional coverage.

      15.1.9. Evidence of Insurance. (a) The Servicer must maintain the
following documentation with respect to insurance coverage on each Mortgage
Loan:

      (i)   if Primary Mortgage Insurance is required, a copy of the Primary
            Mortgage Insurance policy and any related endorsements;

      (ii)  for one- to four-unit dwellings where such coverage is not provided
            under a blanket policy maintained by the Servicer, an original of
            the Hazard Insurance policy, if applicable, and any related
            endorsements;

      (iii) a copy of the Title Insurance policy and any related endorsements,
            unless a Final Title Condition Report was obtained;

      (iv)  For properties covered under a blanket policy, an original of any
            blanket policy, and any related endorsements; and

      (v)   an original of any Flood Insurance policy, if Flood Insurance is
            required, and any related endorsements.

      (b)   A certificate of insurance is acceptable in lieu of any of the
foregoing policies if it contains the following information:

      (i)   named insured and Mortgagee or, for PUD or Condominium Units, named
            insured association, unit owner and unit owner Mortgagee;

      (ii)  address of the Mortgaged Property;

      (iii) type, amount and effective dates of coverage;

      (iv)  deductible amount;

      (v)   any endorsement or optional coverage obtained and made part of the
            original policy;

      (vi)  insurer's agreement to provide at least ten day's prior written
            notice to the Servicer and Borrower (or applicable unit owner
            Mortgagee if for a PUD or Condominium Unit) before any reduction in
            coverage or cancellation of the policy; and

      (vii) signature of an authorized representative of the insurer, if
            required by applicable law.

      Section 15.2 Primary Mortgage Insurance

      15.2.1. Primary Mortgage Insurance Requirement. Unless Primary Mortgage
Insurance coverage with respect to a Mortgage Loan is canceled as provided in
Section 15.2.4 herein, the Servicer must maintain at all times Primary Mortgage
Insurance on any Mortgage Loan with an original LTV ratio in excess of 80%.

      15.2.2. Primary Mortgage Insurance Coverage. As to each Mortgage Loan
which is required to have Primary Mortgage Insurance, pursuant to this Agreement
or the related Mortgage Loan Documents, Primary Mortgage Insurance must at least
provide coverage which insures against loss of that portion of the Unpaid
Principal Balance of the Mortgage Loan that exceeds 75% of the Value of the
Mortgaged Property. If the Mortgage Loan provides for negative amortization or
for the potential of negative amortization, the Primary Mortgage Insurance
policy must also insure any increase in the Unpaid Principal Balance from the
original principal balance of the related Mortgage Note.

      15.2.3. Primary Mortgage Insurer Downgrading. In the event that the rating
assigned by a Rating Agency to the claims paying ability of any Primary Mortgage
Insurer is reduced below the level permitted under Section 15.1.6, the Servicer
shall use its best efforts to replace each Primary Mortgage Insurance Policy
issued by such Primary Mortgage Insurer with a new Primary Mortgage Insurance
policy issued by an insurer whose claims paying ability is acceptable to the
Master Servicer. The premium for any replacement Primary Mortgage Insurance
policy shall not exceed the premium for the discontinued Primary Mortgage
Insurance policy.

      15.2.4. Primary Mortgage Insurance Cancellation. If a Borrower requests
cancellation of the Primary Mortgage Insurance policy with respect to his
Mortgaged Property, the following requirements must be met:

      (a) The current LTV ratio must be 80% or less. The current LTV ratio must
   be calculated by dividing the Unpaid Principal Balance of the related
   Mortgage Loan by the Current Value of the Mortgaged Property;

      (b) The related Mortgage Loan may not have been 30 days or more delinquent
   within the preceding twelve months; and

      (c) There may not have been any other default under the terms of the
   related Mortgage Loan at any time during the preceding twelve months.

   If there are indications that the Current Value of the Mortgaged Property has
   declined, the Servicer shall obtain an Appraisal Report with respect to such
   Mortgaged Property that is not more than 60 days old. The Current Value of
   such Mortgaged Property set forth the Appraisal Report shall be used as the
   divisor in clause (a) hereof to determine whether the recalculated current
   LTV is 80% or less. If the recalculated current LTV is greater, the Primary
   Mortgage Insurance cancellation request will be denied.

      15.2.5. Primary Mortgage Insurance Claims. The Servicer must take all
steps to ensure the payment of the maximum benefits payable under the terms of
any Primary Mortgage Insurance policy. The Servicer must work diligently with
each Primary Mortgage Insurer to determine whether such insurer will settle the
claim by taking title to the Mortgaged Property in question or in some other
manner. Upon receipt of any Primary Mortgage Insurance proceeds, the Servicer
must deposit such amounts in the appropriate Custodial P&I Account. The Servicer
shall promptly notify the Master Servicer in writing if any Primary Mortgage
Insurer at any time denies any or all of a claim filed under its Primary
Mortgage Insurance policy.

      Section 15.3 Hazard Insurance

      15.3.1. Hazard Insurance Requirement. Unless alternative coverage is
provided pursuant to Section 16.3 hereunder, the Servicer must ensure that each
Mortgaged Property is covered at all times by Hazard Insurance.

      15.3.2. Hazard Insurance Coverage. As to each Mortgaged Property, the
amount of Hazard Insurance must be at least equal to the lesser of (a) the
Unpaid Principal Balance of the related Mortgage Loan or (b) 100% of the
insurable value of the improvements on the Mortgaged Property; provided,
however, that in no case shall the amount of Hazard Insurance be less than the
amount required to fully compensate for any damage to the improvements on the
Mortgaged Property on a replacement cost basis.

      15.3.3. Hazard Insurance Deductible. Except as a greater amount may be
required by an applicable law, each Hazard Insurance deductible may not exceed
FNMA or FHLMC's required deductible.

      15.3.4. Hazard Insurance Vacancy Coverage. The Servicer must ensure that
each Mortgaged Property is adequately covered even when vacant and, where
available, must obtain a vacancy permit endorsement.

      15.3.5. Hazard Insurance Mortgagee Provisions. Each Hazard Insurance
Policy must contain or have attached a standard mortgagee clause in the form
customarily used by or required by private institutional mortgage loan
investors. Such clause must provide that the Hazard Insurance carrier shall
notify the named Mortgagee at least ten days before any reduction in coverage or
cancellation of the policy. All mortgagee clauses must be properly endorsed,
necessary notices of transfer must be given and any other action must be taken
that is necessary in order to protect the interests of the Trustee, its
successors and/or assigns. The standard mortgagee clause should read as follows:
"Insuring Wells Fargo Bank, N.A., as agent for HSBC Bank USA, National
Association, its successors and/or assigns."

      Section 15.4 Flood Insurance

      15.4.1. Flood Insurance Requirement. Unless alternate coverage is provided
pursuant to Section 16.6 hereunder, the Servicer must ensure that Flood
Insurance is maintained at all times on Mortgaged Property that are in a special
flood hazard area identified by the Secretary of HUD or the Director of the
Federal Emergency Management Agency.

      15.4.2. Flood Insurance Coverage. As to each Mortgaged Property, the
amount of Flood Insurance must be at least equal to the lesser of (a) the
maximum amount available under the National Flood Insurance Program's regular
program or its emergency program, (b) the Unpaid Principal Balance of the
related Mortgage Loan or (c) 100% of the replacement cost of the improvements on
the Mortgaged Property.

      15.4.3. Flood Insurance Deductible. Except as a greater amount may be
required by applicable law, each Flood Insurance deductible may not exceed the
lesser of (a) $1,000 or (b) one percent of the applicable amount of coverage.

      Section 15.5 Title Insurance

      15.5.1. Servicer's Obligations. The Servicer shall perform and comply with
all requirements and conditions of each Title Insurance policy for each Mortgage
Loan and the related Mortgaged Property that are to be performed or observed by
the "Insured" or obligee thereunder as a condition to maintaining and keeping it
in force, or making a claim under, such Title Insurance policy. The Servicer
shall be named as a payee on all Title Insurance policy loss drafts, and upon
receipt thereof, the funds shall be credited to the extent of the sum of (i) the
Unpaid Principal Balance of such Mortgage Loan and any interest accrued thereon,
(ii) any outstanding advances thereon (iii) any outstanding Advances relating to
such Mortgage Loans and (iv) any expenses owed by such Borrower which are due
the Trustee, the Master Servicer or the Servicer, whether for its own account or
others, to the appropriate Custodial P&I Account and the balance of such funds,
if any, shall be credited to the appropriate Custodial T&I Account.

      15.5.2. Policy Custody. [Reserved]

      15.5.3. Title Insurance Claims. The Master Servicer must be notified
contemporaneously with the making of any claim under the Title Insurance policy.

      Section 15.6 Insurance Loss Settlements

      15.6.1. Settlement Approval. The approval of the Master Servicer need not
be requested for disposition of insurance loss settlements and the Servicer may
disburse the loss proceeds as provided herein.

      15.6.2. Settlement Disbursements. For each Mortgage Loan, including a
Mortgage Loan secured by Mortgaged Property located in a Condominium Project or
PUD, the Servicer is fully responsible for the disbursement of insurance loss
settlements under each Hazard Insurance policy and each Flood Insurance policy
where property damage is $10,000 or more, including but not limited to:

      (a) arranging for and authorizing the restoration and rehabilitation of
   the related damaged Mortgaged Property in cooperation with the Borrower;

      (b) subject to applicable law, applying the Insurance Proceeds to
   reduction of the Unpaid Principal Balance of such Mortgage Loan, provided
   that the Servicer (i) shall have determined that such proceeds are
   insufficient to repair and restore the related Mortgaged Property, or that
   the repair and restoration of such Mortgaged Property is not feasible; and
   (ii) shall have obtained authorization of the Master Servicer to make such
   application of the Insurance Proceeds;

      (c) collecting, endorsing and disbursing the Insurance Proceeds and
   arranging for progress inspections and payments, if necessary;

      (d) complying with all requirements of any Primary Mortgage Insurance
   policy pertaining to the filing of claims and the settlement of insurance
   losses to assure that the security of such Mortgage Loan is not impaired and
   that the coverage of such Primary Mortgage Insurance policy is not
   jeopardized or otherwise adversely affected;

      (e) assuring, through the receipt of Borrower's affidavits, repair
   contract copies, lien waivers and the like, that the priority of the lien of
   the Security Instrument is preserved, and that the Insurance Proceeds are
   applied to the restoration or repair of the related Mortgaged Property if not
   applied in payment of such Mortgage Loan;

      (f) obtain releases or waivers of liens and taking such other actions as
   are necessary to avoid the filing of laborers', materialmen's or mechanic's
   liens against the related Mortgaged Property; and

      (g) maintaining procedures and practices acceptable to the Master Servicer
   and in conformity with Prudent Servicing Practices for the control and
   disposition of insurance loss drafts.

      15.6.3. Settlement Funds. The Servicer shall be named as a payee on all
insurance loss drafts and upon receipt thereof, the funds shall be credited to
the Borrower's Insurance Proceeds balance and deposited into (a) where such
funds will be applied to the repair and restoration of the related Mortgaged
Property and where required by applicable state law, one or more separate escrow
accounts, so that the balance on deposit in such accounts is fully insured at
all times by the FDIC through either the BIF or SAIF or (b) where such funds
will not be applied to the repair and restoration of the related Mortgaged
Property, the respective Custodial P&I Account.

      15.6.4. Settlement Notice. Upon written request received from the Master
Servicer, the Servicer shall provide any report relating to such settlement to
the Master Servicer on a Hazard Insurance Loss Draft Notification, together with
a summary of the disposition of the proceeds.

      15.6.5. Continuing Coverage. If a letter of assurance is obtained from any
insurer under a Hazard Insurance policy or a Flood Insurance policy that the
insurance coverage shall continue in full force and effect, the Servicer shall
deposit such letter in the appropriate Servicer Mortgage Loan File.

      15.6.6. Property Inspections. The Servicer shall conduct property
inspections in accordance with the milestones of the repair and rehabilitation
plan for such Mortgaged Property and prepare Property Inspection Reports on any
Mortgaged Property involving property damage over $15,000. The Servicer shall
furnish a copy of the repair and rehabilitation plan for such Mortgaged Property
to the Master Servicer upon request.

      Section 15.7 Letters of Credit

      15.7.1. Letter of Credit Draws. The Servicer shall take all steps
necessary to make draws under any Letter of Credit in accordance with the
provisions thereof. The Servicer shall notify the Master Servicer promptly in
writing if the Pledge Holder does not renew a Letter of Credit. Upon receipt of
any amounts as a result of a draw on a Letter of Credit because of the
nonrenewal of such Letter of Credit, the Servicer shall deposit such amounts in
the appropriate Custodial P&I Account and such amount shall be treated as a
prepayment of principal. Upon receipt of any amounts as a result of a draw on a
Letter of Credit for a reason other than the nonrenewal of such Letter of
Credit, the Servicer shall deposit such amounts in the appropriate Custodial P&I
Account for application in accordance with the provisions of the applicable
Administration Disclosure.

      15.7.2. Draws in the Event of Servicer Termination. Notwithstanding
anything to the contrary in this Agreement (including without limitation the
termination or transfer of the servicing rights and/or obligations of the
Servicer pursuant to Article 19 hereof), Wells Fargo Bank, as beneficiary under
the Non-Assigned Letters of Credit, shall continue to make draws thereunder in
accordance with the provisions thereof. Under this provision, in the event a
Pledged Asset Mortgage Loan is ninety days delinquent, the Servicer shall
deliver a copy of the related Letter of Credit to Wells Fargo Bank and shall
notify both the Master Servicer and Wells Fargo Bank that the Pledged Asset
Mortgage Loan is ninety days delinquent. Any funds received from draws on the
Non-Assigned Letters of Credit after Wells Fargo Bank is no longer the Servicer
hereunder shall be remitted by Wells Fargo Bank to the Servicer for deposit into
the related Custodial P&I Account. Under this provision, in the event a Pledged
Asset Mortgage Loan is liquidated or paid in full the Master Servicer shall
notify Wells Fargo Bank in writing.

<PAGE>

                                   ARTICLE 16

                          Condominium and PUD Insurance

      Section 16.1 General Provisions

      16.1.1. Applicability. The provisions of this Article pertain solely to
Mortgage Loans secured by Condominium Units or PUD Units.

      16.1.2. Premiums. The premiums for insurance policies required pursuant to
this Article must be paid as a common expense by the Owners' Association.

      16.1.3. Deductible Reserves. Funds for each of the deductibles associated
with the insurance policies required pursuant to this Article must be included
in the Owners' Association's reserves and must be so designated.

      16.1.4. Name of Insured. The name of the insured stated under each
Insurance Policy required pursuant to the provisions of this Article must be
similar in form and substance to the following:

      "Association of Owners of the [Name of Condominium Project
      or PUD] for use and benefit of the individual Condominium or
      PUD Unit owners" (designated by name, if required).

      16.1.5. Mortgagee Clause. Each insurance policy required pursuant to the
provisions of this Article must contain the standard mortgagee clause endorsed
to provide that any disbursements shall be paid to the Owners' Association for
the use and benefit of Mortgagees as their interests may appear, or otherwise
endorsed to fully protect the interest of (a) the Trustee and (b) the holders of
a beneficial interest therein, if any.

      16.1.6. Reconstruction Coverage. If, with respect to a PUD or Condominium
Project in which a Mortgaged Property is located, there is a construction code
provision that would require changes to undamaged portions of the PUD or
Condominium Project's building(s) even when only part of a building is destroyed
by an insured hazard, then the Servicer must ensure that each insurance policy
required by this Article contains the necessary construction code endorsements
to cover this exposure.

      Section 16.2 Common Area Multiple Peril Insurance

      16.2.1. Common Area Multiple Peril Insurance Requirement. The Servicer
must ensure that the Owner's Association maintains, with respect to the PUD or
Condominium Project in which a Mortgaged Property is located, a policy of Common
Area Multiple Peril Insurance, with premiums being paid as a common expense. The
Common Area Multiple Peril Insurance policy must at least protect against loss
or damage by fire and all other hazards that are normally covered by the
standard extended coverage endorsement, and all of the perils customarily
covered for similar types of projects, including those covered by the standard
"all risk" endorsement.

      16.2.2. Common Area Multiple Peril Insurance Coverage. As to each
Condominium Project or PUD in which a Mortgaged Property is located, a Common
Area Multiple Peril Insurance policy must cover 100% of the current replacement
cost of all of the common areas (other than the land and foundation), common
elements including fixtures and building service equipment, as well as common
personal property and supplies.

      16.2.3. Common Area Multiple Peril Insurance Deductible. Except as a
greater amount may be required by applicable law, each Common Area Multiple
Peril Insurance deductible may not exceed the lesser of (a) $10,000 or (b) one
percent of the applicable amount of coverage.

      16.2.4. Boiler and Machinery Coverage. If a steam boiler is operating
within the Condominium Project or PUD in which a Mortgaged Property is located,
then the Servicer must ensure that boiler and machinery coverage is in force at
all times. This coverage must be evidenced by the standard form of boiler and
machinery endorsement. The minimum liability coverage per accident under boiler
and machinery coverage must equal the insurable value of the boiler and
equipment and the building housing such boiler or machinery, based upon current
replacement cost, or $2 million, whichever is less.

      Section 16.3 Blanket Hazard Insurance

      16.3.1. Blanket Hazard Insurance Requirement. Unless alternative coverage
is provided pursuant to Section 16.3 hereunder, the Servicer must verify that
each such Mortgaged Property is covered at all times by Hazard Insurance policy
which provides blanket coverage for the individual units in the Condominium
Project or PUD.

      16.3.2. Blanket Hazard Insurance Coverage. As to each Condominium Project
or PUD which contains a Mortgaged Property for which its Hazard Insurance
coverage is provided through a blanket policy, the amount of Hazard Insurance
for a blanket policy a Condominium Project or PUD must be at least equal to the
lesser of (a) the aggregate of the outstanding principal balances of all
mortgage notes secured by units within the Condominium Project or PUD (including
the Mortgage Notes secured by Mortgaged Properties) or (b) 100% of the
replacement cost of the improvements on the Condominium Project or PUD Unit
site.

      16.3.3. Blanket Hazard Insurance Deductible. Except as a greater amount
may be required by an applicable law, each Hazard Insurance deductible for a
blanket policy covering a Condominium Project or PUD may not exceed the lesser
of (a) $10,000 or (b) one percent of the applicable amount of coverage.

      Section 16.4 Common Area Comprehensive General Liability (CGL)
                   Insurance

      16.4.1. Common Area CGL Insurance Requirement. The Servicer must ensure
that the Owners' Association maintains a Comprehensive General Liability
Insurance policy covering all of the common areas, common elements, commercial
spaces and public ways in the Condominium Project or PUD in which a Mortgaged
Property is located.

      16.4.2. Common Area CGL Insurance Coverage. As to each Condominium Project
or PUD in which a Mortgaged Property is located, a CGL Insurance policy should
provide coverage of at least $1,000,000 for personal injury, bodily injury or
property damage for any single occurrence. Each CGL Insurance policy must
contain a severability of interest endorsement preventing the insurer from
denying the claim of a Condominium or PUD Unit owner because of negligent acts
of the Owners' Association or other unit owners. Each CGL Insurance policy must
include all other types of coverage and endorsements in the types and amounts
required by private institutional mortgage loan investors for developments
similar in construction, location and use.

      Section 16.5 Owners' Association Fidelity Insurance

      16.5.1. Owners' Association Fidelity Insurance Requirement. The Servicer
must ensure that the Owners' Association maintains a fidelity bond or insurance
against dishonest and fraudulent acts on the part of directors, managers,
trustees, employees or volunteers responsible for handling funds belonging to or
administered by the association.

      16.5.2. Owners' Association Fidelity Insurance Coverage. The Owners'
Association fidelity bond or insurance must name the Owners' Association as the
insured and must be written in an amount sufficient to provide protection at
least 150% of the insured's estimated annual operating expenses and reserves. An
appropriate endorsement to the policy to cover any persons who serve without
remuneration must be added if the policy would not otherwise cover volunteers.
Owners' Association fidelity insurance coverage must be in an amount equal to at
least 3 months assessments on all units in the Condominium Project or PUD.
Owners' Association fidelity insurance coverage is not required if the
Condominium Project or the PUD have fewer than 20 units.

      Section 16.6 Blanket Flood Insurance

      16.6.1. Blanket Flood Insurance Requirement. Where a Mortgaged Property is
a Condominium Unit or PUD Unit and is not individually covered by a Flood
Insurance policy in accordance with the provisions of Section 15.4 hereof, the
Servicer must verify that a Flood Insurance policy which provides blanket
coverage for the individual units in the Condominium Project or PUD, is
maintained at all times on Mortgaged Property that are in a special flood hazard
area identified by the Secretary of HUD or the Director of the Federal Emergency
Management Agency.

      16.6.2. Blanket Flood Insurance Coverage. As to each Condominium Project
or PUD which contains a Mortgaged Property for which its Flood Hazard Insurance
coverage is provided through a blanket policy, the amount of Flood Insurance
must be at least equal to the lesser of (a) the maximum amount available under
the National Flood Insurance Program's regular program or the its emergency
program, (b) the aggregate of the outstanding principal balances of all mortgage
notes secured by units within the Condominium Project or PUD (including the
Mortgage Notes secured by Mortgaged Properties), or (c) 100% of the replacement
cost of the improvements on the Condominium Project or PUD Unit site.

      16.6.3. Blanket Flood Insurance Deductible. Except as a greater amount may
be required by applicable law, each Flood Insurance deductible for a blanket
policy covering a Condominium Project or PUD may not exceed the lesser of (a)
$5,000 or (b) one percent of the applicable amount of coverage.

<PAGE>

                                   ARTICLE 17

                                    Advances

      Section 17.1 Principal and Interest Advances

      17.1.1. P&I Advance Requirement. The Servicer shall advance P&I Advances
and deposit to the respective Custodial P&I Account on or before each Remittance
Date an amount equal to the aggregate of the difference between (a) the Monthly
Payment that each Borrower was required to pay to the Servicer on the
immediately preceding Due Date (excluding the amount of the related Servicing
Fee) and (b) the amount actually received with respect to the related Monthly
Payment by the Servicer (excluding the amount of the related Servicing Fee),
which deposit may be made in whole or in part from any Amounts Held for Future
Distribution. For purposes of the preceding sentence, the Monthly Payment on
each Balloon Loan with a delinquent Balloon Amount 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. Any Amount Held
for Future Distribution so used shall be replaced by the Servicer from its own
funds by deposit in the Custodial P&I Account on or before the Business Day
preceding any future Remittance Date to the extent that funds in the Custodial
P&I Account on such Remittance Date shall be less than the amount required to be
remitted on such date

The Servicer shall designate on its records the specific Mortgage Loans and
related installments (or portions thereof) as to which such P&I Advance shall be
deemed to have been made, such determination and related reimbursement
allocations pursuant to the following paragraphs being conclusive for purposes
of Section 17.1.3.

The Servicer shall have no obligation to make any P&I Advances as to any
Mortgage Loan with respect to shortfalls relating to the Servicemembers Civil
Relief Act or similar state and local laws.

      17.1.2. P&I Advance Limitation. The Servicer is required to make P&I
Advances with respect to a Mortgage Loan unless a P&I Advance is reasonably
determined by the Servicer to be eventually non-recoverable from any Insurance
Proceeds, Liquidation Proceeds, or the Borrower.

      17.1.3. P&I Advance Recovery. The Servicer's P&I Advance shall be
recoverable from subsequent Borrower Monthly Payments, Insurance Proceeds,
Liquidation Proceeds related to the Mortgage Loan as to which such P&I Advance
was made or, if the Representing Party is obligated to purchase such Mortgage
Loan from the Trustee, from the price paid for such Mortgage Loan or pursuant to
Section 17.4.

      17.1.4. Advance During Bankruptcy and Foreclosure. During litigation,
bankruptcy proceedings or foreclosure proceedings pertaining to any Mortgage
Loan or while REO transferred to the Trustee through foreclosure or a
deed-in-lieu of foreclosure is held by the Trustee or its successors, the
Servicer must continue to make monthly P&I Advances in respect of each such
Mortgage Loan or REO to the respective Custodial P&I Account. Subject to the
provisions of Section 17.1.2 hereof, these P&I Advances must be made until the
(i) Liquidation of each Mortgage Loan subject to such proceedings or (ii) in the
case of REO transferred to the Trustee through foreclosure or a deed-in-lieu of
foreclosure, the Liquidation of such REO. Advances with respect to REO shall be
made as if the related Mortgage Loan and Mortgage Note remained in effect.

      Section 17.2 Foreclosure Advances

      17.2.1. Foreclosure Advance Requirement. During foreclosure proceedings,
the Servicer must advance from its own funds all foreclosure expenses as they
occur in accordance with the terms of this Agreement. Such advances must be made
by the Servicer up to the time of final disposition of the related Mortgaged
Property.

      17.2.2. Foreclosure Advance Limitation. The Servicer is required to make
advances pursuant to Section 17.2.1 with respect to a Mortgage Loan unless the
Servicer reasonably determines (i) that such foreclosure will not increase the
proceeds to the Trustee of liquidation of such Mortgage Loan after reimbursement
of the Servicer for its expenses or (ii) that such expenses will be eventually
non-recoverable from any Insurance Proceeds, Liquidation Proceeds or the
Borrower.

      17.2.3. Foreclosure Advance Recovery. If foreclosure proceedings are
terminated, the Servicer must collect all legal fees and costs from the
Borrower. Otherwise, the Servicer's advances for reasonable foreclosure expenses
shall be recoverable from Insurance Proceeds, Liquidation Proceeds or, if the
Representing Party is obligated to purchase a Mortgage Loan from the Trustee,
from the price paid for such Mortgage Loan.

      17.2.4. Foreclosure Advance Records. All foreclosure advances by the
Servicer and reimbursements to the Servicer must be clearly identifiable in the
respective Custodial T & I Account.

      Section 17.3 Tax & Insurance Advances

      17.3.1. T&I Advance Requirement. If a Borrower's Escrow Funds are
insufficient to pay taxes or insurance premiums, the Servicer must advance from
its own funds to the respective Custodial T&I Account an amount sufficient to
cover the shortage and so as to assure the maintenance of a first lien position
of the related Security Instrument on the related Mortgaged Property.

      17.3.2. T&I Advance Recovery. T&I Advances may be recovered from the
Borrower's subsequent monthly escrow payments, Insurance Proceeds, Liquidation
Proceeds or the Borrower, but must never be recovered from scheduled principal
or interest collections. The Servicer may not recover T&I Advances from another
Borrower's Escrow Funds.

      17.3.3. T&I Advance Limitation. The Servicer is required to make a T&I
Advance with respect to a Mortgage Loan unless such T&I Advance is reasonably
determined by the Servicer to be eventually non-recoverable from any Insurance
Proceeds, Liquidation Proceeds, or the Borrower.

      17.3.4. Advance During Bankruptcy and Foreclosure. During litigation,
bankruptcy proceedings or foreclosure proceedings pertaining to any Mortgage
Loan or while REO transferred to the Trustee through foreclosure or a
deed-in-lieu of foreclosure is held by the Trustee, the Servicer must continue
to make required T&I Advances in respect of each such Mortgage Loan or REO to
the respective Custodial T&I Account. These T&I Advances must be made until each
Mortgage Loan subject to such proceedings is liquidated or in the case of REO
transferred to the Trustee through foreclosure or a deed-in-lieu of foreclosure
is liquidated. Advances with respect to REO shall be made as if the related
Mortgage Loan and Mortgage Note remained in effect.

      Section 17.4 Non-Recoverable Advances

      17.4.1. Ordinary Recovery. If at any time an advance made by a Servicer
hereunder is determined by the Servicer to be a Non-Recoverable Advance, then
the Servicer shall be entitled to be reimbursed for such advance by withdrawing
from the Custodial P&I Account an amount equal to the Non-Recoverable Advance.

      17.4.2. Final Recovery. If the amounts on deposit in the related Custodial
P&I Account are insufficient to reimburse the Servicer, then prior to any
distribution to the Trustee, the Servicer shall be entitled to reimbursement
from the payments made and the proceeds received with respect to such Mortgage
Loan.

      17.4.3. Non-Recoverable Advance Determination. To determine whether an
Advance is a Non-Recoverable Advance, the Servicer shall employ a broker's price
opinion, which is no more than twelve months old when so employed, of the fair
market value of the Mortgaged Property related to the Mortgage Loan which is
subject to such Advance, and calculate the difference between (a) the fair
market value of such Mortgaged Property and (b) the sum of (i) a reasonable
estimate of foreclosure costs which may be incurred in the foreclosure of such
Mortgaged Property, and (ii) the amount of unreimbursed Advances made by the
Servicer with respect to the related Mortgage Loan pursuant to the terms of this
Agreement, is greater than zero. If such a difference is greater than zero, then
such difference represents the maximum amount of additional Advances which the
Servicer shall make before determining that any additional Advances in excess of
such amount are Non-Recoverable Advances. If such difference is negative, then
the magnitude of such difference is the amount of previously made unreimbursed
Advances which the Servicer may now regard as Non-Recoverable Advances. The
Servicer shall provide the Master Servicer with an Officer's Certificate upon
the determination that any Advance is a Non-Recoverable Advance.

      Section 17.5 Failure to Advance

      17.5.1. Grounds for Termination. The failure of the Servicer to advance
any funds required to be advanced by the Servicer under this Article 17 is cause
for termination of Servicer under this Agreement.

      17.5.2. Servicer Reimbursement. To the extent the Master Servicer or the
respective trustee, if any, must advance their respective funds due to the
failure of the Servicer to advance as provided for in this Agreement or to remit
funds to the Certificate Account as required by Section 18.3.1, the Servicer
shall reimburse the advancing party for such amounts, on demand, together with
all costs and expenses incurred by the advancing party, including, but not
limited to, interest on the funds advanced. Such interest shall be calculated at
the lesser of the "prime rate" (as set forth in The Wall Street Journal) and the
maximum interest rate permitted by law.

      17.5.3. Servicer Notification. The Servicer must notify the Master
Servicer of any failure of the Servicer to advance as provided for in this
Agreement or to remit funds to the Certificate Account as required by Section
18.3.1 on the day of such failure to advance or remit.

      Section 17.6 Rehabilitation Advance

      17.6.1. Rehabilitation Advance Requirement. The Servicer must advance from
its own funds such amounts as are necessary to restore any damaged REO not
covered by Hazard Insurance or Special Hazard Insurance in accordance with
Section 14.5.

      17.6.2. Rehabilitation Advance Limitation. The Servicer is required to
make advances pursuant to Sections 17.6.1 and 14.5 with respect to a Mortgage
Loan unless the Servicer reasonably determines (i) that such rehabilitation will
not increase the proceeds to the Trustee on liquidation of such Mortgage Loan
after reimbursement of the Servicer for its expenses or (ii) that such expenses
will be eventually non-recoverable from any Insurance Proceeds, Liquidation
Proceeds or the Borrower.

      17.6.3. Rehabilitation Advance Recovery. The Servicer's advances for
reasonable rehabilitation expenses shall be recoverable from Insurance Proceeds,
Liquidation Proceeds, or, if the Representing Party is obligated to purchase a
Mortgage Loan from the Trustee, from the price paid for such Mortgage Loan.

      Section 17.7 PMI Advances

      17.7.1. PMI Advance Option. In the event that the Servicer has recovered
all Liquidation Proceeds with respect to a Mortgage Loan other than any amounts
as to which a Primary Mortgage Insurance claim has been made, the Servicer shall
have the option, but not the obligation, to advance the amount of such claim (a
"PMI Advance").

      PMI Advance Recovery. The Servicer's PMI Advance shall be recoverable from
the related Primary Mortgage Insurance proceeds; provided, however that if such
PMI Advance or a portion thereof is eventually determined to be a
Non-Recoverable Advance, the Servicer shall be entitled to reimbursement
pursuant to Section 17.4. Notwithstanding the foregoing, the Servicer shall not
be entitled to reimbursement for a PMI Advance if the amount is not recoverable
from the related Primary Mortgage Insurance proceeds as a result of an action by
the Servicer which violates Section 4.4.2.

<PAGE>

                                   ARTICLE 18

                             Reporting Requirements

      Section 18.1 Monthly Accounting Reports

      18.1.1. Monthly Accounting Report Requirement. With respect to any
Remittance Date, the period for monthly accounting reports shall be from the
first Business Day of the prior month through the last Business Day of the prior
month, provided that (I) the reporting period for Prepayments in Full,
Curtailments and Partial Liquidation Proceeds shall be from the Determination
Date in the month of such Remittance Date, and (ii) such report shall include
only (a) Monthly Payments received by the Servicer by the close of business on
the Business Day preceding the Determination Date in the month of such
Remittance Date which relate to the Due Date in such month, or in prior months
to the extent not previously remitted and reported, and (b) any P&I Advances
made in respect of such Monthly Payments. With respect to Type 2 Mortgage Loans,
all monthly reports prepared by the Servicer must be complete and must be
received by the Master Servicer by the tenth calendar day of the following
month. With respect to Type 1 Mortgage Loans, all monthly reports prepared by
the Servicer must be complete and must be received by the Master Servicer by the
eighteenth calendar day of the following month. All monthly accounting reports
must show information in, and must be submitted in, a sequence according to
Servicer Loan Number order.

      18.1.2. Monthly Accounting Report Elements. The Servicer shall forward to
the Master Servicer a Monthly Accounting Report setting forth substantially the
information required by FNMA Form 2010.

      The Servicer must also complete and forward to the Master Servicer any
other form or report as provided for in this Agreement, or as reasonably
requested by the Master Servicer.

      18.1.3. Automated Reports. The Servicer may submit to the Master Servicer
for review the Servicer's automated reports which include all of the information
required by the provisions of Section 18.1.2 hereof. Upon approval by the Master
Servicer, the Servicer may submit approved automated reports to the Master
Servicer instead of the Forms listed in Section 18.1.2 hereof.

      18.1.4. Electronic Reporting. With the prior written consent of the Master
Servicer, all reports to be made by the Servicer to the Master Servicer may be
transmitted electronically in lieu of written reporting. If the Servicer
services more than one hundred Mortgage Loans for the Master Servicer, it shall
arrange for electronic transmission of the required reports. Any expenses
occasioned by the electronic transmission of reports shall be borne by the
Servicer.

      18.1.5. Machine Readable Records. At the request of the Master Servicer,
the Servicer shall provide to the Master Servicer, in a mutually agreed machine
readable format, the current names and mailing addresses of each Borrower. The
Master Servicer shall utilize such information solely for audit purposes, or in
the event the Servicer is terminated hereunder.

      Section 18.2 Account Reconciliations

      18.2.1. Reconciliation Preparation. The Servicer shall prepare
reconciliations for each Custodial P&I Account, Custodial T&I Account and
Custodial Buydown Account on a monthly basis and shall forward the same to the
Master Servicer upon request.

      18.2.2. Account Records. Upon request of the Master Servicer, the Servicer
shall also cause the depository for each of the accounts described in Section
18.2.1 hereof to forward directly to the Master Servicer, copies of all monthly
account statements for the preceding monthly reporting period.

      Section 18.3 Monthly Remittance Requirements

      18.3.1. Remittance of Funds. On each Remittance Date the Servicer shall
transfer, to the extent not previously transferred as required pursuant to
Section 6.1.3(e), from the funds in (or required hereunder to be in) the
respective Custodial P&I Account as of the close of the Business Day immediately
preceding the Determination Date in the month of such Remittance Date to the
related Certificate Account, the following (other than any Amounts Held for
Future Distribution in respect of such Remittance Date not exceeding the
Threshold Amount and any amounts permitted to be retained by the Servicer or
withdrawn from such account by the Servicer pursuant to the terms of this
Agreement):

      (a) all payments on account of principal (including Prepayments in Full
   and Curtailments received during the Applicable Unscheduled Principal Receipt
   Period) and interest (other than payments of interest related to any
   Unscheduled Principal Receipt as to which the Applicable Unscheduled
   Principal Receipt Period is a Mid-Month Receipt Period received by the
   Servicer on or before the last day of the Applicable Unscheduled Principal
   Receipt Period ending in the month in which such prepayment occurs), all net
   REO Disposition proceeds and proceeds received from any condemnation award or
   proceeds in lieu of condemnation other than that portion of such proceeds
   released to the mortgagor in accordance with the terms of the Mortgage Loan
   Documents or Prudent Servicing Practices;

      (b) all net Liquidation Proceeds, all net Partial Liquidation Proceeds and
   Insurance Proceeds, other than any portion of Insurance Proceeds to be
   applied to the restoration or repair of the related Mortgaged Property or
   released to the Borrower in accordance with the requirements of law or
   Prudent Servicing Practices;

      (c) all P&I Advances made by the Servicer;

      (d) the Purchase Price, or portion thereof, paid for any Mortgage Loans or
   property acquired in respect thereof repurchased or substituted by a
   Representing Party; and

      (e) all other amounts required to be deposited in the Custodial P&I
   Account or the Certificate Account pursuant to this Agreement.

      (f) Notwithstanding Section 18.3.1, the Servicer shall be entitled to
   withhold and to pay to itself the applicable Servicing Fee (as adjusted
   pursuant to Section 7.6.1) from any payment on account of interest or other
   recovery (including Net REO Proceeds) as received and prior to deposit of
   such payments in the Certificate Account; provided further that with respect
   to any payment of interest received by the Servicer in respect of a Mortgage
   Loan (whether paid by the Mortgagor or received as Liquidation Proceeds,
   Insurance Proceeds or otherwise) which is less than the full amount of
   interest then due with respect to such Mortgage Loan, only that portion of
   such payment that bears the same relationship to the total amount of such
   payment of interest as the per annum rate used to calculate the Servicing
   Fee, as set forth in Section 4.6, bears to the Mortgage Interest Rate borne
   by such Mortgage Loan shall be allocated to the Servicing Fee with respect to
   such Mortgage Loan.

      18.3.2. Servicer Compensation. The Servicer shall withdraw its Servicing
Fee for each Mortgage Loan net of any Month End Interest payable pursuant to
Section 7.6.1 from the related Custodial P&I Account prior to the remittance of
such amounts to the Certificate Account with all other payments received with
respect to the Mortgage Loans.

<PAGE>

                                   ARTICLE 19

                     Transfers and Termination of Servicing

      Section 19.1 Transfer of Servicing

      19.1.1. Transfer Prohibition. The Servicer may not sell or transfer its
portfolio serviced hereunder without the prior written consent of the Master
Servicer, which consent cannot be unreasonably withheld. Further, the Servicer
may not subcontract any of its servicing duties, except as set forth in Section
11.2.1.

      19.1.2. Transfer Request. Any request for sale or transfer of servicing
shall be reviewed on an individual basis. For a request to be considered,
however, the transferor must submit a written request to the Master Servicer.
The transferee must agree to enter into a servicing agreement with the Master
Servicer substantially in the form of this Agreement and must be approved by the
Master Servicer, and, if applicable, any rating agency with respect Mortgage
Loans which are owned by a trust which has issued mortgage-backed securities,
securitized by such Mortgage Loans, which have been rated at the request of such
trust by such rating agency. The Master Servicer must receive this documentation
at least 45 days prior to the requested date of transfer. The transferor shall
be notified in writing of the Master Servicer's approval or denial. Such
transfer shall be denied if the transferee does not meet the approval
requirements of the Master Servicer, or any such rating agency.

      19.1.3. Servicer Liability. The transferor of servicing shall be liable to
the Master Servicer and the Trustee for any servicing obligation violations that
occur before, during, and up to and including the day the portfolio is actually
transferred. The transferee of servicing shall be liable for any breach of
servicing obligations that occurs after the transfer of the servicing portfolio.

      19.1.4. Master Servicer's Determination. If the transferor and transferee
disagree about liability for violations of representations and warranties and
servicing requirements hereunder, the Master Servicer has the right, in its
reasonable discretion, to determine which party or parties are liable for such
violations.

      Section 19.2 Termination of Servicing

      19.2.1. Grounds for Termination. The Trustee shall have the right to
terminate for cause the servicing privileges of the Servicer under this
Agreement, either with respect to certain Mortgage Loans serviced hereunder or
with respect to all Mortgage Loans serviced hereunder in the event that (i) any
of the following occur, (ii) the Trustee has given the Servicer prior written
notice of the occurrence of such event, (iii) with respect to clauses (a), (e)
or (j) hereof, the Servicer has failed to cure such event within a reasonable
time, which shall in all cases be no less than ninety (90) days and (iv) with
respect to clause (i), the Servicer has failed to cure such event by 5:00 PM New
York time on the Business Day following receipt of notice of such failure to
advance provided by the Master Servicer or trustee:

      (a) the Servicer has made one or more false or misleading representations
   or warranties in this Agreement or any Mortgage Loan Purchase Agreement, or
   in any documents relating to the foregoing agreements;

      (b) the appointment of a trustee or receiver for the Servicer or any of
   its property;

      (c) the execution by the Servicer of an assignment for the benefit of its
   creditors;

      (d) any material change in the financial status of the Servicer that, in
   the opinion of the Trustee, could materially adversely affect the Trustee, or
   the Servicer's ability to service the Mortgage Loans;

      (e) the Servicer's placement on probation or suspension by a federal or
   state government agency, including, without limitation, FHLMC, FNMA or GNMA;

      (f) the Servicer's assignment or attempted assignment of any of its
   interests, rights, or obligations set forth herein without the Master
   Servicer's prior written consent;

      (g) the Servicer has been terminated for cause pursuant to the terms of
   another servicing agreement with the Master Servicer;

      (h) failure by the Servicer to duly perform, within the required time
   periods, its obligations under Sections 4.1.3 or 4.1.4, subject to any cure
   period set forth in such Sections;

      (i) failure by the Servicer to make a P&I Advance pursuant to Section 17.1
   hereof; or

      (j) the Servicer has breached any material obligation set forth or
   incorporated by reference in this Agreement (other than any obligation
   referred to in clauses (a) through (i) of this Section 19.2.1) or the
   Mortgage Loan Purchase Agreement, including, without limitation, the
   Servicer's failure to maintain the requisite Fidelity Bond and Errors and
   Omissions Policy in the amounts specified herein.

      19.2.2. Trustee Notification. The Master Servicer shall notify the Trustee
of the occurrence of any of the events set forth in Section 19.2.1, together
with the Master Servicer's recommended course of action regarding the
termination of the Servicer.

      19.2.3. Servicer Termination. (a) Following the occurrence of any of the
events set forth in Section 19.2.1, the Trustee may elect, at its reasonable
discretion, to terminate the Servicer under this Agreement with respect to the
Mortgage Loans. The Trustee shall provide a written termination notice to the
Servicer.

      (b) Notwithstanding anything to the contrary in this Agreement, the
   Trustee or, if applicable, the Trust Administrator may terminate the Servicer
   following the occurrence of any of the events set forth in Section 3.09 of
   the Pooling and Servicing Agreement, in accordance with the procedure for
   termination set forth therein.

      19.2.4. Consequences of Termination. If this Agreement with the Servicer
is terminated pursuant to Section 19.2.3 hereof, the Servicer shall deliver all
Servicer Mortgage Loan Files, in their entirety, for those Mortgage Loans
serviced under this Agreement, as well as any other documents or reports held by
the Servicer concerning such Mortgage Loans, to the transferee designated by the
Trustee and shall assist in the efficient and timely transfer of the servicing
to such transferee. The Servicer shall not be entitled to compensation for
servicing following its termination.

      19.2.5. Effect of Termination. In the event of the termination of this
Agreement, the Servicer is not released from its obligations under this
Agreement. If its servicing is terminated for cause, the Servicer must pay the
expenses of the Master Servicer incurred in connection with transfer of the
servicing and any actual and direct damages, including, without limitation,
actual and direct damages or losses of the Trustee resulting from such
termination.

      19.2.6. Custodial Account Threshold Reduction. In the event that any of
the events specified in clauses (a) through (g) or clause (j) of Section 19.2.1
or in clauses (g), (h) or (i) of Section 4.1.6 occur, the Master Servicer, in
its reasonable discretion, may notify the Servicer in writing that the
applicable Threshold Amount has been reduced to such amount not less than $1,000
as shall be specified in such notice.

      19.2.7. Expenses of Termination. The Servicer shall promptly reimburse the
Master Servicer (or any designee of the Master Servicer), the Trustee and the
Depositor for all reasonable expenses incurred by the Master Servicer (or such
designee), the Trustee or the Depositor, as such are incurred, in connection
with the termination of the Servicer as servicer and the transfer of servicing
of the Mortgage Loans to a successor servicer. The provisions of this paragraph
shall not limit whatever rights the Master Servicer, the Trustee or the
Depositor may have under other provisions of this Agreement or otherwise,
whether in equity or at law, such as an action for damages, specific performance
or injunctive relief.

<PAGE>

                                   ARTICLE 20

                            Miscellaneous Provisions

      Section 20.1 Amendments

      20.1.1. Unilateral Authority. The Servicer acknowledges that the Master
Servicer may, upon written notice, supplement or amend the provisions of this
Agreement from time to time, without the need to obtain the Servicer's consent
to (a) correct ambiguous or erroneous provisions in this Agreement; (b) make
changes necessary or helpful to maintain compliance with applicable law,
including any supplement or amendment necessary to effect or facilitate
compliance by the Servicer with Regulation AB or to conform this Agreement to
industry practices relating to Regulation AB; (c) conform to evolving industry
standards regarding the servicing of residential mortgage loans generally; (d)
modify the Servicer Mortgage Loan Schedule to reflect the purchase of any
Mortgage Loan pursuant to this Agreement or another agreement or to change the
applicable loan Type for any Mortgage Loan; (e) to change the definition of
Applicable Unscheduled Receipt Period with respect to any Mortgage Loan and any
type of Unscheduled Principal Receipt from a Mid-Month Receipt Period to a Prior
Month Receipt Period or from a Prior Month Receipt Period to a Mid-Month Receipt
Period; or (f) make such other modifications or amendments thereto, which the
Master Servicer deems advisable, provided that no such modification or amendment
shall have a material adverse impact so as to materially increase the
obligations of, or to materially decrease the benefits to, the Servicer.

      20.1.2. Consensual Amendment. Except as provided for in Section 20.1.1
hereof, the Master Servicer must obtain the written consent of the Servicer to
any amendment hereto that would either increase materially the obligations of
the Servicer or decrease materially the benefits to the Servicer.

      20.1.3. Trustee Notification. The Trustee shall be provided with notice of
the substance of any amendments or modifications made to this Servicing
Agreement pursuant to the provisions of this Section 20.1.

      20.1.4. Trustee Disapproval. With regard to any proposed modification or
amendment to this Agreement which shall have a material adverse impact upon the
beneficial rights enjoyed hereunder by the Trustee, the Trustee shall receive
written notice of the substance of any proposed amendments or modifications at
least ten business days prior to the proposed date of enactment of such
amendment or modification which shall also state therein the proposed date of
enactment. If the Trustee notifies the Master Servicer in writing, prior to the
proposed date of enactment, of its opposition to the adoption of such an
amendment or modifications, the Master Servicer shall not proceed with such
modification or amendment.

      Section 20.2 General Construction

      20.2.1. Binding Nature. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.

      20.2.2. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous servicing agreements,
understandings, inducements and conditions, expressed or implied, oral or
written, of any nature whatsoever with respect to the subject matter thereof.
The express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof.

      20.2.3. Governing Law. This Agreement and all questions relating to its
validity, interpretation, performance and enforcement shall be governed by,
construed, interpreted and enforced in accordance with the laws of the State of
New York, notwithstanding any New York or other choice-of-law rules to the
contrary.

      20.2.4. Indulgences Not Waivers. Neither the failure nor any delay on the
part of a party to exercise any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, remedy, power or privilege preclude any other or further
exercise of the same or of any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege, with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.

      20.2.5. Titles Not to Affect Interpretation. The titles of the articles
and sections contained in this Agreement are for convenience only, and they
neither form a part of this Agreement nor are they to be used in the
construction or interpretation hereof.

      20.2.6. Provisions Severable. The provisions of this Agreement are
independent of and severable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.

      20.2.7. Servicer an Independent Contractor. All services, duties and
responsibilities of the Servicer under this Agreement shall be performed and
carried out by the Servicer as an independent contractor, and none of the
provisions of this Agreement shall be deemed to make, authorize or appoint the
Servicer as agent or representative of any Trustee of any Mortgage Loans or of
the Master Servicer.

      20.2.8. Third Party Beneficiary.

      (a) The parties agree that the Trustee and, if applicable, the Trust
   Administrator are intended third party beneficiaries of the representations,
   warranties, covenants and agreements of the Servicer set forth in this
   Agreement. The Trustee shall have full authorization to enforce directly
   against the Servicer any of the obligations of the Servicer provided for
   herein.

      (b) For purposes of this Agreement, including but not limited to Section
   4.1.3, any Master Servicer shall be considered a third party beneficiary to
   this Agreement entitled to all the rights and benefits accruing to any Master
   Servicer herein as if it were a direct party to this Agreement.

      (c) The parties agree that the Depositor is an intended third party
   beneficiary of the representations, warranties, covenants and agreements of
   the Servicer set forth in this Agreement. The Depositor shall have full
   authorization to enforce directly against the Servicer any of the obligations
   of the Servicer provided for herein.

      20.2.9. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and such counterparts shall constitute one
and the same instrument.

      Section 20.3 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 Master Servicer 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 Servicer
shall cooperate fully with the Master Servicer and the Depositor to deliver to
the Master Servicer and/or the Depositor (including its assignees or designees),
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 Master Servicer to permit the Depositor to
comply with the provisions of Regulation AB, together with such disclosures
relating to the Servicer reasonably believed by the Depositor or the Master
Servicer to be necessary in order to effect such compliance.

<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date set forth
above.

                                    WELLS FARGO BANK, N.A.
                                       as Servicer

                                    By: /s/ Bradley A. Davis
                                        ----------------------------------------
                                        Name: Bradley A. Davis
                                        Title: Vice President

                                    WELLS FARGO BANK, N.A.
                                       as Master Servicer

                                    By: /s/ Christopher Furlow
                                        ----------------------------------------
                                        Name: Christopher Furlow
                                        Title: Assistant Vice President

<PAGE>

                                                                       EXHIBIT A

                     WELLS FARGO & COMPANY MASTER GUARANTEE
                 AGREEMENT REGARDING CUSTODIAL P&I ACCOUNT FUNDS

      THIS MASTER GUARANTEE AGREEMENT (the "Guarantee") dated as of May 1, 1999
is entered into by Wells Fargo & Company ("Wells Fargo"), a Delaware
corporation, in favor of each trustee now or hereafter acting in such capacity
for the benefit of the certificateholders of each outstanding and future series
of Wells Fargo Asset Securities Corporation mortgage backed securities
transactions (collectively, the "MBS Transactions"), including without
limitation the trustees identified in Paragraph 8 hereof, and any successor
trustee, all of which trustees are referred collectively in this Guarantee as
the "Trustee."

      WHEREAS, this Guarantee has been required by Standard & Poor's, Fitch,
Inc., Duff & Phelps Credit Rating Co. and Moody's Investors Service, Inc.
(collectively, the "Rating Agencies") (each of which has assigned ratings to
certain of the classes issued in certain of the MBS Transactions) in connection
with their agreement to permit Wells Fargo Bank, N.A., as servicer in the MBS
Transactions (in such capacity, "Servicer"), to hold among Servicer's general
corporate funds for a period of time principal and interest payments, insurance
proceeds, liquidation proceeds and other amounts received by Servicer pertaining
to the mortgage loans underlying the MBS Transactions serviced by Servicer
(collectively, the "Mortgage Loans").

      WHEREAS, Servicer is an indirect, wholly-owned subsidiary of Wells Fargo,
a bank holding company, and Wells Fargo derives substantial benefit from
Servicer's servicing of the Mortgage Loans pursuant to the terms of a separate
servicing agreement between Wells Fargo Bank, N.A., as master servicer, and
Servicer, as servicer, for each MBS Transaction (each, a "Servicing Agreement").

      WHEREAS, to further induce the Rating Agencies to permit Servicer to
withdraw funds from the Custodial P&I Accounts and commingle such funds with the
general assets of Servicer to be used for general corporate purposes until such
time as such funds are required by the terms of the applicable Servicing
Agreement to be remitted to the related Certificate Account, Wells Fargo has
agreed to guarantee the performance of Servicer's obligation under the Servicing
Agreements to timely remit to the related Certificate Accounts the amounts, if
any, so withdrawn from the Custodial P&I Accounts and so used by Servicer.

      NOW THEREFORE, in consideration of the Rating Agencies' permitting the
described arrangement, and for other good and valuable consideration the receipt
and sufficiency of which Wells Fargo hereby acknowledges, Wells Fargo hereby
agrees for the benefit of each Trustee for the benefit of the certificateholders
of each MBS Transaction as follows:

1.    Defined Terms. Capitalized terms used but not defined in this Guarantee
      shall have the respective meanings ascribed to such terms in each
      Servicing Agreement.

2.    Guarantee of Certain Obligation of Servicer under Servicing Agreement.
      Wells Fargo hereby absolutely, unconditionally and irrevocably guarantees
      to each Trustee for the benefit of the certificateholders of each MBS
      Transaction the full and prompt performance, satisfaction and discharge of
      Servicer's obligation under each Servicing Agreement to remit to the
      related Certificate Account by the time specified in each Servicing
      Agreement amounts, if any, withdrawn by the Servicer from the related
      Custodial P&I Account and commingled with the Servicer's general assets
      (such obligation, the "Servicer's Obligation").

3.    Guarantee Absolute. The liability of Wells Fargo under this
      Guarantee shall be absolute and unconditional irrespective of:
      (i) any change in the time, manner of place of performance of, or
      in any other term of, the Servicer's Obligation;  (ii) the
      avoidance or subordination of any Servicer's Obligation, or the
      invalidity or unenforceability thereof;  (iii) the waiver,
      consent, extension, forbearance or granting of any indulgence, or
      other modification or amendment to any obligation of Servicer
      under the Servicing Agreement; including without limitation the
      Servicer's Obligation;  (iv) the disallowance under bankruptcy or
      similar laws relating to insolvency applicable to Servicer of all
      or any portion of any claim by the Trustee or certificate holders
      for the performance, satisfaction, and discharge of the
      Servicer's Obligation;  or (v) any other circumstance that might
      otherwise constitute a defense to, or a discharge of the
      Servicer's Obligation (except for an express written release or
      discharge of Servicer by the Trustee), all of the foregoing being
      expressly waived by Wells Fargo as defenses to its obligations
      under this Guarantee.

4.    Waiver. Wells Fargo hereby waives any requirement of promptness,
      diligence, presentment, demand, filing of claims with a court in the event
      of receivership or bankruptcy of Servicer, protest, or notice of protest
      with respect to the Servicer's Obligation, and notice of acceptance of
      this Guarantee.

5.    Reinstatement. Guarantor further agrees that, to the extent that
      the Servicer or the Guarantor makes a payment or payments to the
      Trustee, which payment or payments or any part thereof are
      subsequently invalidated, declared to be fraudulent or
      preferential, set aside and/or required to be repaid to the
      Servicer or the Guarantor or their respective estate, trustee,
      receiver or any other party under any bankruptcy law, state or
      federal law, common law or equitable cause, then to the extent of
      such payment or repayment, this Guarantee and the advances or
      part thereof which have been paid, reduced or satisfied by such
      amount shall be reinstated and continued in full force and effect
      as of the date such initial payments, reduction or satisfaction
      occurred.

6.    No Waiver of Rights. No failure or delay on the part of the Trustee or the
      Trust Administrator, if applicable, in exercising any right or remedy
      arising under this Guarantee shall operate as a waiver of the Trustee's
      rights hereunder; nor shall any single or partial exercise of any right
      hereunder preclude any other or further exercise hereunder or the exercise
      of any other right by or on behalf of the Trustee.

7.    Representation and Warranties. Wells Fargo hereby represents and warrants
      to the Trustee as follows:

      (a)   Organization. Wells Fargo is a corporation duly organized,
            validly existing and in good standing under the laws of the
            State of Delaware. Wells Fargo is duly qualified and in
            good standing to transact business in each jurisdiction in
            which such qualification is necessary, other than those
            jurisdictions where the failure to be so qualified would
            not have a material adverse effect upon the business,
            assets or financial condition of Wells Fargo.

      (b)   Authority. Wells Fargo has all requisite corporate power
            and authority to execute and enter into this Guarantee and
            to perform the obligations required of it hereunder. The
            execution and delivery of this Guarantee and the
            consummation of the undertakings contemplated hereby, have
            each been duly and validly authorized by all necessary
            corporate action, and this Guarantee constitutes a valid
            and legally binding agreement of Wells Fargo enforceable in
            accordance with its terms, except as such enforcement may
            be limited by applicable bankruptcy, moratorium,
            reorganization or other laws and regulations affecting the
            rights and remedies of creditors generally.

      (c)   No Conflicts. The execution, delivery, and performance of
            this Guarantee by Wells Fargo will not constitute (a) a
            violation or breach of any terms or provisions of Wells
            Fargo's Restated Certificate of Incorporation or by-laws or
            (b) a violation or breach of any terms or provisions of, or
            a default under any provision of statutory law or published
            regulation or any indenture, mortgage, deed of trust, loan
            agreement or other agreement or instrument to which Wells
            Fargo is a party or by which Wells Fargo is bound, or any
            order, rule or regulation binding on Wells Fargo and known
            to Wells Fargo of any court or governmental agency or body
            having jurisdiction over Wells Fargo.

8.    Notices. All notices and other communications hereunder shall be
      in writing (including a writing delivered by facsimile
      transmission) and shall be deemed to have been duly given (a)
      when delivered, if sent by registered or certified mail (return
      receipt requested), or (b) when delivered, if delivered
      personally or by facsimile, or (c) on the following business day,
      if sent by overnight mail or overnight courier, in each case to
      Wells Fargo and the Trustee at the following addresses (or at
      such other addresses as shall be specified by like notice):

      If to Wells Fargo :

            Corporate Secretary
            Wells Fargo & Company
            Wells Fargo Center
            Sixth and Marquette
            Minneapolis, MN  55479-1026
            Facsimile No.: 612-667-6082

<PAGE>

            With a copy to:

                  Corporate Treasury
                  Wells Fargo & Company
                  Wells Fargo Center
                  Sixth and Marquette
                  Minneapolis, MN  55479-1019
                  Facsimile No.: 612-667-9908

      If to the Trustee:

            Wachovia Bank, National Association, as Trustee
            401 South Tryon Street
            Charlotte, North Carolina 28202

      or to such other address to receive any such confirmation or notice as the
      notice party may have designated by written notice to the other notice
      party at the above address.

9.    Successors and Assigns. This Guarantee shall be binding upon Wells Fargo,
      its successors, transferees, and assigns, and shall inure to the benefit
      of and be enforceable by the Trustee and its successors, transferees and
      assigns.

10.   Waiver of Subrogation. As long as any Servicer's Obligation has not been
      satisfied and discharged in full, Wells Fargo shall have no right of
      subrogation and hereby waives any right to enforce any remedy which the
      Trustee now has or may hereafter have against Servicer or any other
      guarantor of all or any part of the Servicer's Obligation.

11.   Subordination. Wells Fargo agrees that any and all claims of
      Wells Fargo against Servicer or any other guarantor of all or any
      part of the Servicer's Obligation, whether arising by reason of
      any payment by Wells Fargo pursuant to the provisions hereof or
      otherwise, and all indebtedness of Servicer to Wells Fargo, shall
      be subordinate and subject in right of payment to the full and
      prompt performance, satisfaction, and discharge, of Servicer's
      Obligation.

12.   Entire Agreement; Amendment and Waivers. This Guarantee contains the
      complete and entire agreement of Wells Fargo with respect to its
      provisions, and no change, waiver or amendment hereto shall be binding
      upon Wells except as separately set forth in a writing and duly executed
      by Wells Fargo.

13.   Severability. The invalidity, illegality, or unenforceability of any
      provision of this Guarantee pursuant to judicial decree shall not affect
      the validity, legality, or enforceability of any other provisions of this
      Guarantee, all of which other provisions shall remain in full force and
      effect as written.

14.   Governing Law. This Guarantee shall be governed by and construed in
      accordance with the laws of the State of New York (regardless of the laws
      that might otherwise govern under applicable principles of conflicts of
      law or comity).

<PAGE>

      IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the
Guarantor, has executed this Guarantee on behalf of the Guarantor as of the day
and year first written above.

                                          WELLS FARGO & COMPANY

                                          By
                                             -----------------------------------
                                             [        ]
                                             [        ]

<PAGE>

                                                                       EXHIBIT B

                          FORM OF ANNUAL CERTIFICATION

            Re:   The Servicing Agreement dated as of [______],
            (the "Agreement"), between Wells Fargo Bank, N.A., a
            national banking association (the "Servicer") and
            Wells Fargo Bank, N.A., a national banking
            association, (the "Master Servicer"),

            I, ________________________________, the _______________________ of
      Wells Fargo Bank, N.A., certify to the Depositor and the Master Servicer,
      and their officers, with the knowledge and intent that they will rely upon
      this certification, that:

            (1) I have reviewed the servicer compliance statement of the
      Servicer provided in accordance with Item 1123 of Regulation AB (the
      "Compliance Statement"), the report on assessment of the Servicer's
      compliance with the servicing criteria set forth in Item 1122(d) of
      Regulation AB (the "Servicing Criteria"), provided in accordance with
      Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the "Exchange Act") and Item 1122 of Regulation AB (the "Servicing
      Assessment"), the registered public accounting firm's attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and Section 1122(b) of Regulation AB (the "Attestation Report"), and all
      servicing reports, officer's certificates and other information relating
      to the servicing of the Mortgage Loans by the Servicer during 200[_] that
      were delivered by the Depositor and the Master Servicer pursuant to the
      Agreement (collectively, the "Servicer Servicing Information");

            (2) Based on my knowledge, the Servicer Servicing Information, taken
      as a whole, does not contain any untrue statement of a material fact or
      omit to state a material fact necessary to make the statements made, in
      the light of the circumstances under which such statements were made, not
      misleading with respect to the period of time covered by the Servicer
      Servicing Information;

            (3) Based on my knowledge, all of the Servicer Servicing Information
      required to be provided by the Servicer under the Agreement has been
      provided to the Depositor and the Master Servicer;

            (4) I am responsible for reviewing the activities performed by the
      Servicer as servicer under the Agreement, and based on my knowledge and
      the compliance review conducted in preparing the Compliance Statement and
      except as disclosed in the Compliance Statement, the Servicing Assessment
      or the Attestation Report, the Servicer has fulfilled its obligations
      under the Agreement in all material respects; and

            (5) The Compliance Statement required to be delivered by the
      Servicer pursuant to the Agreement, and the Servicing Assessment and
      Attestation Report required to be provided by the Servicer and by any
      Subservicer or Subcontractor pursuant to the Agreement, have been provided
      to the Depositor and the Master Servicer. Any material instances of
      noncompliance described in such reports have been disclosed to the
      Depositor and the Master Servicer. Any material instance of noncompliance
      with the Servicing Criteria has been disclosed in such reports.

      Date: _________________________


      By:

      Name: ________________________________

      Title: ________________________________

<PAGE>

                                                                       EXHIBIT C

                             SUBSERVICER INFORMATION

      (A) the Subservicer's form of organization;

      (B) a description of how long the Subservicer has been servicing
residential mortgage loans; a general discussion of the Subservicer's experience
in servicing assets of any type as well as a more detailed discussion of the
Subservicer's experience in, and procedures for, the servicing function it will
perform under the Agreement; information regarding the size, composition and
growth of the Subservicer's portfolio of residential mortgage loans of a type
similar to the Mortgage Loans and information on factors related to the
Subservicer that may be material, in the good faith judgment of the Master
Servicer or the Depositor, to any analysis of the servicing of the Mortgage
Loans or the related asset-backed securities, as applicable, including, without
limitation:

            (1) whether any prior securitizations of mortgage loans of a type
      similar to the Mortgage Loans involving the Subservicer have defaulted or
      experienced an early amortization or other performance triggering event
      because of servicing during the three-year period immediately preceding
      the date of engagement of the Subservicer;

            (2) the extent of outsourcing the Subservicer utilizes;

            (3) whether there has been previous disclosure of material
      noncompliance with the applicable servicing criteria with respect to
      securitizations of residential mortgage loans involving the Subservicer as
      a servicer during the three-year period immediately preceding the date of
      engagement of the Subservicer;

            (4) whether the Subservicer has 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; and

            (5) such other information as the Master Servicer or the Depositor
      may reasonably request for the purpose of compliance with Item 1108(b)(2)
      of Regulation AB;

      (C) a description of any material changes during the three-year period
immediately preceding the date of engagement of the Subservicer to the
Subservicer's policies or procedures with respect to the servicing function it
will perform under the Agreement for mortgage loans of a type similar to the
Mortgage Loans;

      (D) information regarding the Subservicer's financial condition, to the
extent that there is a material risk that an adverse financial event or
circumstance involving the Subservicer could have a material adverse effect on
the performance by the Subservicer of its servicing obligations under the
Agreement;

      (E) information regarding advances made by the Subservicer on the Mortgage
Loans and the Subservicer's overall servicing portfolio of residential mortgage
loans for the three-year period immediately preceding the date of engagement of
the Subservicer, which may be limited to a statement by an authorized officer of
the Subservicer to the effect that the Subservicer has made all advances
required to be made on residential mortgage loans serviced by it during such
period, or, if such statement would not be accurate, information regarding the
percentage and type of advances not made as required, and the reasons for such
failure to advance;

      (F) a description of the Subservicer's processes and procedures designed
to address any special or unique factors involved in servicing loans of a
similar type as the Mortgage Loans;

      (G) a description of the Subservicer's processes for handling
delinquencies, losses, bankruptcies and recoveries, such as through liquidation
of mortgaged properties, sale of defaulted mortgage loans or workouts; and

      (H) information as to how the Subservicer defines or determines
delinquencies and charge-offs, including the effect of any grace period,
re-aging, restructuring, partial payments considered current or other practices
with respect to delinquency and loss experience.